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\n 目录\n

\n 美国 \n
\n 证券交易委员会 \n

\n 华盛顿特区 20549 \n

\n 14A 表 \n

\n 根据《1934 年证券交易法》第 14(a) 条提交的委托书 \n
\n
\n （修正案编号：） \n

\n 由注册人提交 ☒ \n

\n 由注册人以外的一方提交 ☐ \n

\n 请勾选相应方框： \n

\n ☒ 初步委托书 \n

\n ☐ 保密，仅供委员会使用（根据第 14a-6(e)(2) 条允许） \n

\n ☐ 正式委托书 \n

\n ☐ 正式补充材料 \n

\n ☐ 根据 §240.14a-12 规定征集材料 \n

\n VICTORY CAPITAL HOLDINGS, INC. \n

\n （注册人章程中规定的名称） \n

\n 不适用\n

\n （如提交委托书者并非注册人，则填写该人士的姓名） \n

\n 申报费用（勾选相应方框）： \n

\n ☐ 无需缴费。 \n

\n ☒ 根据《交易法》第 14a-6(i)(1) 条和第 0-11 条规则第 25(b) 项要求，费用按附件表格计算。 \n

\n ☐ 已随初步材料预先缴费。 \n

\n 目录\n

\n 初步委托书——待完成，日期为 2026 年 10 月 1 日 \n

\n $\"[MISSING$ \n

\n 您的投票至关重要 \n

\n Victory Capital Holdings, Inc. 的各位股东： \n

\n 我谨代表 Victory Capital Holdings, Inc.（“我们”、“Victory”或“Victory Capital”）董事会，诚挚邀请您出席股东特别会议（“特别会议”）。会议将于 2026 年 [ ] 日东部时间上午 [ ] 举行。您可通过互联网出席特别会议并以电子方式对您的股份投票，网址为： \n

\n [www. ] \n

\n 2026 年 8 月 25 日，Victory 与 Fortify Holdings 1, Inc.（一家特拉华州公司，亦为 Victory 的全资子公司，“合并子公司 1”）、Fortify Holdings 2, LLC（一家特拉华州有限责任公司，亦为 Victory 的全资子公司，“合并子公司 2”）、GC Ferry Parent, L.P.（一家特拉华州有限合伙企业，“First Eagle 卖方”）以及 GC Ferry Holdings, Inc.（一家特拉华州公司，“First Eagle”）签订了合并协议和计划（可不时修订，“合并协议”）。在合并协议拟议交易完成时（“交割”），Victory 将通过两步合并收购 First Eagle：首先，合并子公司 1 将并入 First Eagle，First Eagle 作为存续公司继续存在；随后，First Eagle 将并入合并子公司 2，合并子公司 2 作为存续有限责任公司继续存在（统称“收购”）。收购完成后，First Eagle 将成为 Victory 的全资子公司。 \n

交割时，作为合并协议所设想交易的对价，Victory 将向 First Eagle Seller 支付和/或发行（视情况而定）以下组合：(a) 现金；(b) 新发行的每股面值 $0.01 的普通股（“Victory 普通股”），发行后占 Victory 普通股已发行和流通股数的 4.9%；以及 (c) 新发行的每股面值 $0.01 的新系列无投票权可转换优先股，该系列将指定为 B 系列无投票权可转换优先股（“Victory B 系列可转换优先股”）。本次收购的基础购买价格为 $7.03 billion（根据合并协议的规定进行调整，包括扣减 First Eagle 的有息债务及其他类债务项目的金额）；其中，股份对价部分的总价值为 $2 billion，按合并协议规定的每股 $116.26 计算。截至 2026 年 8 月 31 日，Victory 普通股已发行流通股为 61,894,728 股，面值每股 $0.01 的 A 系列无投票权可转换优先股（“Victory A 系列可转换优先股”）已发行流通股为 20,036,821 股。假设交割前即刻 Victory 普通股和 Victory A 系列可转换优先股的流通股数保持不变，且股份发行提案（定义见下文）获批准，则发行给 First Eagle Seller 的 Victory B 系列可转换优先股和 Victory 普通股合计将占发行后 Victory 股本（包括普通股和优先股的所有系列）流通股的 17.4%（该等 Victory 普通股和 Victory B 系列可转换优先股的发行统称为“股份发行”）。

在特别会议上，Victory 普通股持有人将被要求审议并就以下事项投票：(1) 批准股份发行的提案（“股份发行提案”）；以及 (2) 批准特别会议延期的提案，无论是否达到法定人数；如有必要或适当，可延期以征求额外委托书，前提是赞成股份发行提案的票数不足（“延期提案”）。

Victory 和 First Eagle 完成本次收购的义务，须满足或豁免合并协议中规定的若干条件。合并协议副本作为附件 A 纳入随附的委托书声明。随附的委托书声明介绍了特别会议、本次收购、股份发行以及与本次收购相关的文件和协议，包括 Victory、First Eagle Seller 与 Genstar Capital 的关联方之间将签订的股东协议

Management, LLC（统称“Genstar”）的副本作为附件 B 随附；列明 Victory B 系列新发行可转换优先股条款的指定证书副本作为附件 D 随附；列明 Victory 永续优先股（定义见本文）条款的指定证书副本作为附件 E 随附，以及其他相关事项。请仔细阅读本委托书全文，包括从第 20 页开始的“风险因素”，了解与收购和股份发行相关的风险。您还可以通过 Victory 已向证券交易委员会提交的文件获取有关 Victory 的信息。

Victory 董事会一致认定，合并协议拟议的交易对 Victory 及其股东公平且符合其最佳利益，并已授权和批准上述各项提案。Victory 董事会建议 Victory 股东对股份发行提案投“赞成”票，对延期提案投“赞成”票。

您的投票至关重要。除非在特别会议上亲自或委托代理人出席且有权投票的 Victory 普通股流通股多数持有人投票赞成股份发行提案，否则股份发行无法完成。

股东批准股份发行并非完成收购的条件。如果特别会议未批准股份发行提案，而收购仍然完成，则部分股份对价将以新发行的永续优先股形式支付，详见本文。请参阅“问答——如果 Victory 股东未批准股份发行，会有什么后果？”

如果您对投票有任何疑问或需要协助，请联系我们的代理征集机构 MacKenzie Partners, Inc.，电话：(800) 322-2885，或发送电子邮件至 proxy@mackenziepartners.com。

无论您是否计划出席特别会议，请尽早提交您的投票。

谨启，

David C. Brown
董事会主席兼首席执行官

本文件日期为 2026 年 [ ]，并将于 2026 年 [ ] 左右首次寄送给 Victory 股东。

\n $\"[MISSING$ \n

VICTORY CAPITAL HOLDINGS, INC.\n
\n 15935 La Cantera Parkway\n
\n San Antonio, Texas 78256

股东特别会议通知

兹通知，Victory Capital Holdings, Inc.（“我们”、“Victory”或“Victory Capital”）股东特别会议（“特别会议”）将于 2026 年 [ ] 东部时间上午 [ ] 举行。您可通过互联网出席特别会议，并在会议期间通过电子方式投票，网址为：

[www. ]

特别会议将审议并就以下提案进行投票：

\n 1.\n
\n

\n \n 批准与 Victory 拟收购特拉华州公司 GC Ferry Holdings, Inc.（“First Eagle”）有关的事项：根据合并协议的条款并遵守其条件，向特拉华州有限合伙企业 GC Ferry Parent, L.P.（“First Eagle Seller”）发行 (a) 一定数量的新发行普通股，每股面值 $0.01（“Victory 普通股”），该数量占发行完成后 Victory 普通股已发行在外股份总数的 4.9%；以及 (b) 一定数量的新发行非投票权可转换优先股，面值为每股 $0.01，指定为 B 系列非投票权可转换优先股（“Victory B 系列可转换优先股”）。Victory B 系列可转换优先股与向 First Eagle Seller 发行的 Victory 普通股合计价值为 $2 billion，按合并协议所列每股 $116.26 的价格计算（上述 Victory 普通股和 Victory B 系列可转换优先股的发行统称为“股份发行”，该提案称为“股份发行提案”）；\n

\n 2.\n
\n

\n \n 批准特别会议延期（无论是否达到法定人数），以便在批准股份发行提案的票数不足时，如有必要或适当，征集更多代理投票（“延期提案”）。\n

\n 本委托书更详细地介绍了上述提案。我们征求股东批准股份发行，因为其规模将超过股份发行前 Victory 普通股已发行在外股份数量的 20%。在 Nasdaq 上市的公司，在因收购另一家公司而发行证券之前，必须获得股东批准；如果由于当前或潜在发行普通股或可转换为普通股或可行使以取得普通股的证券（现金公开发行除外），将发行的普通股数量达到或超过发行前已发行在外普通股数量的 20%，则须取得该批准。请参阅随附的与 Victory 拟收购 First Eagle 及股份发行相关的文件，包括 Victory、First Eagle Seller、特拉华州公司且为 Victory 全资子公司的 Fortify Holdings 1, Inc.（“Merger Sub 1”）、特拉华州有限责任公司且为 Victory 全资子公司的 Fortify Holdings 2, LLC（“Merger Sub 2”）以及 First Eagle 之间签订的《合并协议与合并计划》（经不时修订后称为“合并协议”），以及所有其他附件和以引用方式纳入本文的文件。请在投票前仔细阅读本委托书。特别请参阅从第 36 页开始的“交易”部分，其中介绍了合并协议拟议交易（包括股份发行）；另请参阅从第 20 页开始的“风险因素”部分，其中说明了合并协议拟议交易相关的风险。\n

\n 目录\n

Victory 董事会一致认定，合并协议拟议交易对 Victory 及其股东公平且符合其最佳利益，并已授权和批准上述各项提案。Victory 董事会建议 Victory 股东对股份发行提案投“赞成”票，并对延期提案投“赞成”票。

您的投票至关重要。除非在特别会议上亲自出席或委托代理人出席且有权投票的 Victory 普通股流通股多数持有人投票赞成股份发行提案，否则股份发行无法完成。

股东批准股份发行并非收购交割的条件。如果特别会议未批准股份发行提案，而收购仍然完成，部分股份对价将以新发行的永续优先股形式支付，详情见本文。请参阅“问题与解答——如果 Victory 股东未批准股份发行，会发生什么？”

Victory 董事会已将 [ ], 2026 定为登记日，以确定哪些 Victory 股东有权收到特别会议或其任何延期或推迟会议的通知并在会上投票。只有在登记日营业结束时登记在册的 Victory 普通股持有人才有权收到特别会议通知并在会上投票。

我们鼓励您阅读本委托书并尽快提交代理投票或投票指示。您可以通过互联网投票；如果您收到纸质代理材料，也可以邮寄填妥的代理卡。有关详细投票说明，请参阅“如果我是登记在册的股东，如何投票？”和“如果我是股份的实益拥有人，如何投票？”

如果您的股份以经纪人、银行、受托人或其他代名人的名义持有，请按照相关经纪人、银行、受托人或其他代名人提供的投票指示表中的说明操作。如果您对合并协议或其拟议交易或本委托书有任何疑问，想要获取额外副本，或需要协助投票您的 Victory 普通股，请联系 Victory 的代理招揽机构：

\n $\"[MISSING$ \n

MacKenzie Partners, Inc.
7 Penn Plaza
New York, New York 10001
股东可拨打免费电话：(800) 322-2885

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

				谨代表董事会


	San Antonio, Texas [ ], 2026			Nina Gupta 公司秘书

其他信息

Victory 会向美国证券交易委员会（“SEC”）提交年度报告、季度报告和当前报告、委托书及其他报告。您可通过我们网站 www.vcm.com 上的投资者关系链接或 SEC 网站 www.sec.gov 获取这些文件的副本。任何股东提出请求后，我们将免费提供 SEC 文件副本。请求可寄至 Victory Capital Holdings, Inc., 15935 La Cantera Parkway, San Antonio, TX 78256, Attn: Investor Relations，电话： (210) 694-9658，电子邮件：ir@vcm.com。

本委托书通过引用纳入了有关 Victory 的重要业务和财务信息，这些信息载于未随本委托书附上的文件中。您提出请求后即可免费获取这些信息。您可以通过向 Victory 以下地址和电话号码提出请求，免费获取通过引用纳入本委托书的文件：

Victory Capital Holdings, Inc.\n
\n 15935 La Cantera Parkway\n
\n San Antonio, TX 78256\n
\n (210) 694-9658\n
\n 收件人：投资者关系

如需索取任何文件，请于 2026 年 [ ] 前提出，以便在特别会议前收到。

有关通过引用纳入本委托书的信息以及如何获取这些信息的详细说明，请参阅第 106 页起的“在哪里可以获取更多信息”。

SEC、Victory 或任何其他实体网站的内容均未通过引用纳入本委托书。此处提供有关如何在这些网站获取通过引用纳入本委托书的某些文件的信息，仅为方便您查阅。

关于本委托书

本委托书根据经修订的《1934 年证券交易法》（“《交易法》”）及《特拉华州普通公司法》（“DGCL”），构成 Victory 的委托书和特别会议通知。

您应仅依据本委托书所载或通过引用纳入本委托书的信息。未经授权，任何人不得向您提供与本委托书所载或通过引用纳入本委托书的信息不同的信息。本委托书日期为 2026 年 [ ]，您应假定本委托书所载信息仅在该日期准确。您还应假定通过引用纳入本委托书的信息仅在该信息的日期准确。

本委托书不构成出售任何证券的要约或购买任何证券的要约邀请，也不构成在任何司法管辖区向任何人征求或接受委托；若在该司法管辖区向其发出此类要约或征求委托属违法，则不适用。本委托书中有关 Victory 的信息由 Victory 提供；有关 First Eagle Seller 和 First Eagle 的信息则由 First Eagle Seller、First Eagle 或 Genstar（视情况而定）提供。

\n 目录 \n

	\n \n 页码 \n \n
\n \n 问题与解答\n \n		\n 1\n
\n \n 摘要\n \n		\n 12\n
\n \n 风险因素\n \n		\n 20\n
\n \n 有关前瞻性陈述的警示声明\n \n		\n 28\n
\n \n 关于 Victory、Merger Sub 1、Merger Sub 2、First Eagle Seller 和 First Eagle 的信息\n \n		\n 30\n
\n \n 特别会议\n \n		\n 32\n
\n \n 交易\n \n		\n 36\n
\n \n 合并协议\n \n		\n 59\n
\n \n Genstar 股东协议\n \n		\n 69\n
\n \n 提案 1：根据收购发行股份\n \n		\n 73\n
\n \n 提案 2：批准可能的延期\n \n		\n 75\n
\n \n 未经审计的备考合并财务信息\n \n		\n 76\n
\n \n 无评估权\n \n		\n 99\n
\n \n 某些受益所有人和管理层的证券所有权\n \n		\n 100\n
\n \n 股东提案\n \n		\n 104\n
\n \n 代理声明的合并寄送\n \n		\n 105\n
\n \n 在哪里可以获取更多信息\n \n		\n 106\n
\n \n First Eagle Holdings, Inc. 合并财务报表\n \n		\n F-1\n
\n \n First Eagle Holdings 的财务状况和经营业绩管理层讨论与分析\n \n		\n F-139\n
\n \n 附录 A — 合并协议\n \n		\n A-1\n
\n \n 附录 B — Genstar 股东协议表格\n \n		\n B-1\n
\n \n 附录 C — PJT Partners LP 的意见（Victory 的财务顾问）\n \n		\n C-1\n
\n \n 附录 D — 可转换优先股指定证书表格\n \n		\n D-1\n
\n \n 附录 E — 累积永久优先股指定证书表格\n \n		\n E-1\n

\n i\n
\n

\n 目录 \n

\n 问题与解答 \n

以下是作为 Victory Capital Holdings, Inc.（“我们”“我方”或“Victory”）股东，您可能对 Victory、Fortify Holdings 1, Inc.（一家特拉华州公司，也是 Victory 的全资子公司，“Merger Sub 1”）、Fortify Holdings 2, LLC（一家特拉华州有限责任公司，也是 Victory 的全资子公司，“Merger Sub 2”）、GC Ferry Parent, L.P.（一家特拉华州有限合伙企业，“First Eagle Seller”）和 GC Ferry Holdings, Inc.（一家特拉华州公司，“First Eagle”）签订的《合并协议与计划》（经不时修订，“合并协议”）所设想的交易，以及 Victory 股东特别会议（“特别会议”）上审议的其他事项提出的一些问题及其答案。Victory 敦促您仔细阅读本委托书的其余部分，因为本节信息并未涵盖与特别会议审议事项有关的所有重要信息。其他重要信息也包含在本委托书的附件以及以引用方式并入本委托书的文件中。

\n 问：\n
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\n \n 我为什么会收到这份文件？ \n

\n 答：\n
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\n \n 由于 Victory 签订了收购 First Eagle 的协议，您收到本委托书。作为收购对价，Victory 将视情况向 First Eagle Seller 支付和/或发行：(a) 现金，(b) 新发行的每股面值 $0.01 的普通股（“Victory 普通股”），在计入该等发行后占 Victory 普通股已发行在外股份数量的 4.9%，以及 (c) 新发行的每股面值 $0.01 的新系列无投票权可转换优先股，该系列将命名为 B 系列无投票权可转换优先股（“Victory B 系列可转换优先股”）。但是，如果股份发行提案（定义见下文）未在特别会议上获批，部分股份对价将以新发行的永续优先股形式支付，具体如下文所述。本次收购的基础购买价格为 70.3 亿美元（可按合并协议规定进行调整，包括扣减 First Eagle 的有资金债务及其他类债务项目），其中股份对价部分总价值为 20 亿美元。将向 First Eagle Seller 发行的 Victory 普通股数量，相当于计入该等发行后 Victory 普通股股份数量的 4.9%；计算时以交割日前第二个营业日收盘时的 Victory 普通股流通股数为基础，并按合并协议规定的每股 $116.26 估值。假设股份发行提案获批，20 亿美元股份对价的剩余部分将以 Victory B 系列可转换优先股支付，该等股份按合并协议规定的每股 $116.26 估值（Victory 普通股和 Victory B 系列可转换优先股的发行合称“股份发行”）。截至 2026 年 8 月 31 日，Victory 普通股流通股为 61,894,728 股，面值 $0.01 的 A 系列无投票权可转换优先股（“Victory A 系列可转换优先股”）流通股为 20,036,821 股。假设交割前即时的 Victory 普通股和 Victory A 系列可转换优先股数量维持不变，且股份发行提案获批，则发行给 First Eagle Seller 的 Victory B 系列可转换优先股和 Victory 普通股合计将占计入该等发行后 Victory 股本流通股的 17.4%（包括所有系列的普通股和优先股）。1\n

根据 Nasdaq 上市规则，如果由于当前或潜在发行普通股，或可转换为普通股或可行使以取得普通股的证券（现金公开发行除外），某公司在收购另一家公司时将发行的普通股数量达到或超过发行前已发行普通股数量的 20%，则该 Nasdaq 上市公司必须事先获得股东批准。根据合并协议，Victory 将向 First Eagle Seller 发行的 Victory 普通股总数（包括因转让给……而自动转换 Victory Series B 可转换优先股后可发行的 Victory 普通股）

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合并交割后，Victory 的股本将由 Victory 普通股、Victory Series A 可转换优先股和 Victory Series B 可转换优先股组成。

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……如《可转换优先股指定证书》（定义见下文）所述，转让给非关联第三方后可发行的股份）将超过发行前已发行 Victory 普通股数量的 20%，因此 Victory 必须就该股份发行获得股东批准。股东对该股份发行的批准并非完成收购的条件。如果特别会议未通过股份发行提案，而收购仍然完成，则部分股份对价将以新发行的永久优先股形式支付，详情见本文“—如果 Victory 股东未批准股份发行，会发生什么？”

Victory 将召开特别会议，以取得对股份发行提案的批准。此外，在特别会议上，股东还将投票批准特别会议延期；无论是否达到法定人数，如有必要或适当，可延期以征集额外代理投票，前提是支持股份发行提案的票数不足。

本委托书载有关于合并协议所拟议交易（包括股份发行）以及特别会议审议的其他事项的重要信息，请仔细阅读。

问：

Victory 将就此次收购向 First Eagle Seller 支付什么对价？

答：

\n \n 作为收购（定义见下文）的对价，Victory 将视情况向 First Eagle Seller 支付和/或发行：(a) 现金；(b) 新发行的 Victory 普通股，发行后占 Victory 已发行在外普通股数量的 4.9%；以及 (c) 新发行的 Victory B 系列可转换优先股。但是，如果股份发行提案未获特别会议批准，部分股份对价将以新发行的永续优先股形式支付，具体如下文所述。收购的基础购买价为 70.3 亿美元（须按合并协议规定进行调整，包括扣减 First Eagle 的有资金支持债务及其他类债务项目），其中股份对价部分的总价值为 20 亿美元。向 First Eagle Seller 发行的 Victory 普通股数量将等于发行后 Victory 普通股数量的 4.9%，并以交割日前第二个营业日营业结束时的 Victory 普通股流通股数为基准；根据合并协议，Victory 普通股的估值为每股 116.26 美元。假设股份发行提案获批准，20 亿美元股份对价的剩余部分将以 Victory B 系列可转换优先股支付，该等股份根据合并协议按每股 116.26 美元估值。截至 2026 年 8 月 31 日，Victory 有 61,894,728 股已发行在外普通股，以及 20,036,821 股已发行在外 A 系列可转换优先股。假设交割前即刻 Victory 普通股和 Victory A 系列可转换优先股的数量保持不变，且股份发行提案获批准，则向 First Eagle Seller 发行的 Victory B 系列可转换优先股和 Victory 普通股合计将占发行后 Victory 发行在外股本（包括所有普通股和优先股）的 17.4%。作为股份对价发行的 Victory 普通股，以及 Victory B 系列可转换优先股所对应的 Victory 普通股，将与已发行在外的 Victory 普通股一同在纳斯达克全球精选市场上市。购买价须根据 First Eagle 的债务、现金、营运资金及未付交易费用进行惯常调整。如果 First Eagle Seller 未能取得代表 First Eagle 客户收入至少达到基准收入运行率（定义见合并协议）92.5% 的客户同意，购买价也须作相应调整。First Eagle 同意客户的收入运行率计算不考虑签署合并协议至合并协议所述交易交割（“交割”）期间的市场变化，但会考虑净资金流。购买价还须进行惯常的交割后调整，并须就交割后一年内取得的 First Eagle 客户同意进行每月结算调整付款。根据合并协议条款，合并对价总额至少 40% 必须以股份对价支付。 \n

收购交割前 Victory 股东持有的 Victory 普通股和 Victory A 系列可转换优先股仍将在交割后继续发行在外。

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向 First Eagle Seller 发行的 Victory B 系列可转换优先股将是 Victory 新设立的一类优先股，并根据一份指定证书（“可转换优先股指定证书”）指定为 B 系列无投票权可转换优先股。该指定证书的格式作为本委托书的附件 D 随附，并将于交割日提交给特拉华州州务卿。

Victory B 系列可转换优先股将具有以下条款，其中包括：

\n •\n
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Victory B 系列可转换优先股不享有任何投票权，但适用法律可能要求的投票权，以及标题为“交易—Victory B 系列可转换优先股”一节所述的同意权除外；

\n •\n
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Victory B 系列可转换优先股在经济利益上等同于 Amundi Asset Management S.A.S.（“Amundi”）持有的 Victory A 系列可转换优先股。Victory B 系列可转换优先股在经济利益上也等同于 Victory 普通股（包括股息方面），但在 Victory 清算时（而非合并、兼并或重组时），其持有人有权获得每股 $0.01 的清算优先权，另加截至适用日期已宣布但尚未支付的股息；以及

\n •\n
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Victory B 系列可转换优先股不可由持有人选择转换为 Victory 普通股；但是，如果持有人依照 Genstar 股东协议将 Victory B 系列可转换优先股转让给非持有人关联方的受让人，或受让人为 Victory，该等股份将自动转换为 Victory 普通股。

如果股份发行提案未获批准，部分股份对价将以新发行的永久优先股形式支付，详情如下文所述。

有关合并协议拟议交易中将发行的对价的更多信息，请参阅“提案 1：根据收购发行股份”、“交易—Victory 永久优先股”以及“交易—Victory B 系列可转换优先股”。

问：

收购后 Victory 的上市地点和名称会有变化吗？

答：

不会。Victory 不会更改其上市地点或名称，并将继续在 Nasdaq Global Select Market 上市。Victory 普通股将继续在 Nasdaq Global Select Market 以代码“VCTR”交易。

问：

收购完成后，Victory 董事会（“Victory 董事会”）的组成会有变化吗？

答：

会。交割时，First Eagle Seller 有权指定两名人士担任 Victory 董事会成员，且每位人选均须为 Victory 合理接受。

交割后，根据 Genstar 股东协议（定义见下文）的条款，(a) 只要 First Eagle Seller（或若股份对价在交割后分配给 First Eagle Seller 的股权持有人，则为 Genstar（First Eagle Seller 或 Genstar，视情况而定，称为“Genstar 持有人”））及其获准受让人持有发行给 First Eagle Seller 的股份（或若股份对价在交割后分配给 First Eagle Seller 的股权持有人，则为 Genstar 在该分配后持有的股份；发行给 First Eagle Seller 或随后分配给 Genstar 的股份对价称为“持有人股份总额”）的至少 50%，Genstar 持有人有权要求 Victory 提名由其指定的两 (2) 名人士，并尽合理最大努力（受适用法律及 Victory 董事会履行其信义义务的约束）使其当选 Victory 董事会成员；(b) 只要 Genstar 持有人及其获准受让人持有至少 33% 但低于持有人股份总额 50%，Genstar 持有人有权要求 Victory 提名由其指定的一名\n

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(1) 人士，并尽合理最大努力（受适用法律及 Victory 董事会履行其信义义务的约束）使其当选 Victory 董事会成员；每种情况下，人选均须为 Victory 合理接受。只要 Genstar 持有人有权提名至少一名 Victory 董事会成员，在遵守适用法律、任何证券交易所适用规则或规例（包括资格或任职条件要求）以及 Victory 董事会履行其信义义务的前提下，Genstar 持有人也有权让其选定的一名董事在 Victory 董事会的每个委员会任职。

问：

收购完成后，现有 Victory 证券持有人在 Victory 中的权益将是多少？

答：

截至 2026 年 8 月 31 日，Victory 有 61,894,728 股已发行普通股和 20,036,821 股已发行 A 系列可转换优先股。假设紧接交割前已发行的 Victory 普通股和 A 系列可转换优先股数量不变，且股份发行提案获批，现有 Victory 证券持有人将持有 Victory 股本已发行股份的约 82.6%，First Eagle Seller 将持有 Victory 股本已发行股份的约 17.4%；其中 First Eagle Seller 持有的 Victory 普通股占已发行投票权的 4.9%。

由于合并对价中的股份对价部分按合并协议规定的每股 $116.26 计算，总价值为 $2 billion，因此在股份发行提案获批的前提下，向 First Eagle Seller 发行的 Victory 普通股和 Victory B 系列可转换优先股总数将为 17,202,821 股。不过，Victory 普通股与 Victory B 系列可转换优先股之间的分配将取决于交割前即刻发行在外的 Victory 普通股数量。向 First Eagle Seller 发行的 Victory 普通股数量将等于交割日前第二个营业日营业结束时 Victory 普通股发行后发行在外股份数量的 4.9%，该等 Victory 普通股按每股 $116.26 估值；在股份发行提案获批的前提下，$2 billion 股份对价的剩余部分将以 Victory B 系列可转换优先股发行，按每股 $116.26 估值。如果 Victory 股东批准股份发行提案，按特别会议记录日 Victory 普通股发行在外的 [ ] 股计算，交割时 Victory 将发行约 (i) [ ] 股 Victory 普通股，以及 (ii) [ ] 股 Victory B 系列可转换优先股。

Q：

什么是 First Eagle？

A：

First Eagle Investments 是一家总部位于纽约的独立私人投资管理公司，截至 2026 年 8 月 31 日，其管理资产约为 $228.4 billion。该公司致力于审慎管理客户资产，专注于主动、基本面且不受基准约束的投资，并特别重视下行风险控制。First Eagle 的历史可追溯至 1864 年，致力于帮助客户避免资本永久性减损，并在多变的经济周期中获得可观回报。该公司的投资能力涵盖股票、固定收益、另类信贷和多资产策略。First Eagle 在全球九个地点设有办事处，包括波士顿、芝加哥、哥伦布、日内瓦、伦敦、迈阿密、慕尼黑、纽约和楚格。First Eagle 的主要行政办公室地址为 1345 Avenue of the Americas, 48th Floor, New York, NY 10105，电话号码为 212-698-3300。

根据合并协议的条款和条件，交割时，Merger Sub 1 将与 First Eagle 合并，First Eagle 存续；随后 First Eagle 将与 Merger Sub 2 合并，Merger Sub 2 存续（合称“收购”）。收购完成后，First Eagle 将成为 Victory 的全资子公司。

Q：

我如何获取有关 Victory、Merger Sub 1、Merger Sub 2、First Eagle Seller 和 First Eagle 的更多信息？

A：

\n \n 您可以通过“有关 Victory、Merger Sub 1、Merger Sub 2、First Eagle Seller 和 First Eagle 的信息”以及“在哪里可以找到更多信息”部分所述的各种来源，查找有关 Victory、Merger Sub 1、Merger Sub 2、First Eagle Seller 和 First Eagle 的更多信息。 \n

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\n 目录\n

\n 问：\n
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\n \n 批准每项提案需要获得什么表决？ \n

\n 答：\n
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\n \n 您对特别会议上提交的每项提案投“赞成”票都非常重要，建议您尽快提交代理投票。 \n

\n 股份发行提案. 批准股份发行提案需要在特别会议上亲自或通过代理出席并有权投票的 Victory 普通股已发行股份持有人所持股份的多数投赞成票。任何 Victory 股东弃权，其效果与对股份发行提案投“反对”票相同。经纪人未投票不会影响股份发行提案的结果。批准股份发行提案并非完成交易的条件。参见“问答——如果 Victory 股东未批准股份发行，会发生什么情况？” \n

\n 延期特别会议提案. 批准延期提案需要在特别会议上亲自或通过代理出席并有权投票的 Victory 普通股已发行股份持有人所持股份的多数投赞成票，无论是否达到法定人数。任何 Victory 股东弃权，其效果与对延期提案投“反对”票相同。经纪人未投票不会影响延期提案的结果。 \n

\n 管理层及某些股东的支持 \n

\n 截至登记日营业结束时，Victory 董事和高管及其关联方持有 Victory 普通股已发行股份的约 [ ]%。此外，截至登记日营业结束时，Crestview Victory, L.P. 和 Crestview Advisors, L.L.C.（统称“Crestview”）以及 Amundi 持有 Victory 普通股已发行股份的约 [ ]%。我们目前预计，Victory 董事和高管、Crestview 及 Amundi 将投票支持上述提案。 \n

\n 问：\n
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\n \n 合并协议所设想的交易是否需要满足任何条件才能完成？ \n

\n 答：\n
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是。除非满足或豁免若干条件，否则Victory和First Eagle无需完成此次收购，这些条件包括：(i) 经修订的1976年《哈特-斯科特-罗迪诺反托拉斯改进法》（“HSR法案”）规定的等待期届满或终止，(ii) 取得若干其他监管批准和授权，(iii) 不存在阻止完成拟议交易的某些法律限制，(iv) 在交割时，First Eagle客户同意继续现有投资顾问合同或批准新合同，其对应的基础收入运行率至少达到75%，(v) 各方在合并协议中的陈述和保证准确（受惯常重要性门槛约束），(vi) 各方实质履行合并协议中的契约，以及(vii) First Eagle未发生任何重大不利影响（该术语定义见合并协议）。

股东批准发行股份并非完成此次收购的交割条件。如果特别会议未批准股份发行提案，而收购仍然完成，则部分股份对价将以新发行的永续优先股形式支付，详情见本文。参见“问答——如果Victory股东未批准股份发行，会发生什么？”

有关完成收购前必须满足或豁免的条件的更完整摘要，请参见本委托书第 67 页起的“合并协议——完成收购的条件”。

问：\n

Victory和First Eagle Seller预计何时完成合并协议所述交易？

答：\n

Victory和First Eagle Seller目前预计将在2027年第一季度末前完成交割。但Victory和First Eagle Seller均无法预测收购实际完成日期，也无法保证收购一定会完成，因为完成交易取决于各方无法控制的条件。若交割未能在2027年5月25日或之前完成，任何一方均可在该日期之后随时向另一方发出书面通知，终止合并协议（在合并协议所述情况下自动延长两次，每次45天；该日期称为“最终日期”）；但前提是，终止方未在实质方面违反合并协议项下导致交割未能在该日期或之前完成的义务。参见“合并协议——完成收购”。

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完成交易\n

问：\n

如果合并协议所述交易未能完成，会发生什么？

答：\n

如果因任何原因未能完成合并协议拟议的交易，收购将不会发生，First Eagle Seller 也不会根据合并协议获得任何对价。

Q：

收购或股份发行提案是否存在我应考虑的风险？

A：

是。合并协议拟议的交易及相关股份发行提案存在风险。有关这些风险的更多详细信息，请参阅本委托书中标题为“风险因素”的章节，该章节始于第 20 页。

Q：

特别会议何时何地举行？

A：

我们将举办完全虚拟的特别会议，会议将通过网络直播实时举行。任何股东均可通过互联网在 [www. ] 参加特别会议。如果您在特别会议的登记日是股东，或持有该特别会议的有效代理委托书，则可以在特别会议上投票。下文概述了您在线参加特别会议所需的信息：

\n •\n
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关于如何通过互联网参加会议并参与其中（包括如何证明股票所有权）的说明已发布在 [www. ]。

\n •\n
\n

会议于 [ ] 上午（美国东部时间）开始。

\n •\n
\n

股东可在通过互联网参加特别会议期间投票。

Q：

如果在签到时段或会议期间遇到技术困难，或无法访问虚拟特别会议，该怎么办？

A：

如果您在签到或会议期间访问虚拟特别会议时遇到任何技术困难，请拨打虚拟会议登录页面上公布的技术支持电话寻求帮助。技术支持服务将于特别会议开始前约 15 分钟起提供，直至会议结束。

有关处理技术和后勤问题（包括特别会议期间的技术支持）的更多信息，请访问 [www. ]。

Q：

特别会议的登记日是哪一天？谁有权在特别会议上投票？

A：

只有在 [ ], 2026（特别会议登记日）登记在册的股东，才有权收到特别会议通知并在会上投票。截至 2026 年 [ ] 营业结束时，有 [ ] 股已发行的 Victory 普通股有权在特别会议上投票；每股 Victory 普通股赋予该日登记在册的持有人一票投票权。

Q：

我将在特别会议上对哪些事项进行投票？

A：

在特别会议上，Victory 股东将受邀审议并就以下事项进行投票：

\n 1.\n
\n

\n \n 股票发行提案；并且 \n

\n 6\n
\n

\n 目录\n

\n 2.\n
\n

\n \n 休会提案。 \n

\n Q:\n
\n

\n \n Victory 董事会建议我如何就这些提案投票？ \n

\n A:\n
\n

\n \n Victory 董事会一致建议您对特别会议上将审议并表决的每项提案投“赞成”票。 \n

\n 关于 Victory 董事会在决定作出上述建议时考虑的因素，请参阅从第 41 页开始、标题为“交易——Victory 董事会的建议及其对收购的理由”的章节。另请参阅从第 55 页开始、标题为“交易——Victory 董事及高级管理人员在收购中的利益”的章节。 \n

\n Q:\n
\n

\n 特别会议的法定人数如何确定？ \n

\n A:\n
\n

\n 要在特别会议上开展业务，必须达到法定人数。特别会议的法定人数要求有权在特别会议上投票的 Victory 普通股已发行在外股份中，代表多数投票权的持有人亲自或通过代理出席。弃权票和经纪人未投票将计入法定人数。截至 2026 年 [ ] 营业结束时（即特别会议的登记日），Victory 普通股已发行在外股份为 [ ] 股。 \n

\n Q:\n
\n

\n \n 为什么要求我审议并表决股票发行提案？ \n

\n A:\n
\n

\n \n Under the Nasdaq listing rules, a company listed on Nasdaq is required to obtain stockholder approval prior to the issuance of securities in connection with the acquisition of another company where, due to the present or potential issuance of common stock or securities convertible into or exercisable for common stock, other than a public offering for cash, the number of shares of common stock to be issued is or will be equal to 20% or more of the number of shares of common stock outstanding before the issuance. \n

\n Because Victory is listed on Nasdaq and the aggregate number of shares of Victory common stock to be issued to First Eagle Seller under the merger agreement (inclusive of shares of Victory common stock issuable upon the automatic conversion of the Victory Series B convertible preferred stock as a result of transfers to unaffiliated third parties as set forth in the Convertible Preferred Stock Certificate of Designations, the form of which is attached as Annex D to this proxy statement) will exceed 20% or more of the shares of Victory common stock outstanding prior to the issuance, Victory must obtain the approval of its stockholders for the issuance of these securities to First Eagle Seller in connection with the acquisition. \n

\n Q:\n
\n

\n \n What happens if the share issuance is not approved by the Victory stockholders? \n

\n A:\n
\n

\n \n If the share issuance proposal is not approved by the majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting, the share consideration described above would be adjusted such that the shares of Victory common stock and shares of Victory Series B convertible preferred stock issued to First Eagle Seller will not exceed (on an as-converted basis) 19.9% of the total outstanding Victory common stock as of the close of business on the second business day immediately preceding the date of the closing of the transactions contemplated by the merger agreement (the “closing date”) and First Eagle Seller will instead receive the balance of the share consideration in newly issued shares of Victory perpetual preferred stock. \n

\n The Victory perpetual preferred stock (if issued as partial consideration under the terms of the merger agreement) will have the designations, powers, rights and preferences and the qualifications, limitations and restrictions set forth in the Perpetual Preferred Stock Certificate of Designations (the “Perpetual Preferred Stock Certificate of Designations”), the form of which is attached as Annex E to this proxy statement. See “The Transaction — Victory Perpetual Preferred Stock.” \n

\n Q:\n
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\n \n What do I need to do now? \n

\n A:\n
\n

\n \n After you have carefully read and considered the information contained or incorporated by reference into this proxy statement, please submit your proxy via the Internet or by telephone in accordance with \n

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\n the instructions set forth on the enclosed proxy card, or complete, sign, date and return the enclosed proxy card in the postage-prepaid envelope provided as soon as possible so that your shares will be represented and voted at the special meeting. \n

\n Additional information on voting procedures can be found under the section titled “Special Meeting.” \n

\n Q:\n
\n

\n \n How will my proxy be voted? \n

\n A:\n
\n

\n \n If you submit your proxy via the Internet, by telephone or by completing, signing, dating and returning the enclosed proxy card, your proxy will be voted in accordance with your instructions. \n

\n If you are a registered stockholder of record and you return your signed proxy card but do not indicate your voting preference, the persons named in the proxy card will vote the shares represented by the proxy as recommended by the Victory board. Please note that you may not vote shares held in “street name” by returning a proxy card directly to Victory, or by voting via webcast at the special meeting unless you provide a “legal proxy,” which you must obtain from your broker, bank or nominee. If you hold your shares in the name of a broker, bank or other nominee and you do not instruct your broker, bank or nominee how to vote your shares, your broker may not vote your shares of Victory common stock, which will have no effect on the share issuance proposal and the adjournment proposal, assuming a quorum is present. \n

\n Additional information on voting procedures can be found under the section titled “Special Meeting.” \n

\n Q:\n
\n

\n \n What is the difference between holding shares as a “stockholder of record” and holding shares as “beneficial owner” (or in “street name”)? \n

\n A:\n
\n

\n \n Most stockholders are considered “beneficial owners” of their shares, that is, they hold their shares through a broker, bank or other nominee rather than directly in their own name. As summarized below, there are some distinctions between shares held of record and those owned beneficially or in “street name.” \n

\n Stockholder of Record. If your shares are registered directly in your name with Victory’s transfer agent, you are considered the “stockholder of record” with respect to those shares. As a stockholder of record, you have the right to grant your voting proxy directly to us by submitting your vote by written proxy, telephone or via the Internet, or to vote via webcast at the meeting as described below. \n

\n Beneficial Owner. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name,” and the proxy materials are being forwarded to you by your broker, bank or nominee. As a beneficial owner, you have the right to direct your broker, bank or nominee as to how to vote your shares if you follow the instructions you receive from your broker, bank or nominee. You are also invited to attend the special meeting. However, since you are not the stockholder of record, you may not vote these shares via webcast at the meeting unless you obtain a legal proxy from the institution holding your shares. Please contact your broker for more information. \n

\n Q:\n
\n

\n \n How do I vote if I am a stockholder of record? \n

\n A:\n
\n

\n \n By Telephone or Internet. All registered stockholders can vote by telephone, by using the toll-free telephone number on their notice or proxy card, or through the Internet, at the web address provided and by using the procedures and instructions described on the notice or proxy card. The telephone and Internet voting procedures are designed to authenticate stockholders’ identities, to allow stockholders to vote their shares, and to confirm that their instructions have been recorded properly. \n

\n By Written Proxy. All registered stockholders who received paper copies of our proxy materials can also vote by written proxy card. If you are a registered stockholder and receive a notice, you may request a written proxy card by following the instructions included in the notice. If you sign and return your proxy card but do not mark any selections giving specific voting instructions, your shares represented by that proxy will be voted as recommended by the Victory board. \n

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\n During the Special Meeting. All registered stockholders may vote online during the special meeting. You will need the 16-digit control number included on your notice or proxy card to log in to the virtual meeting platform at [www. ].Voting electronically online during the special meeting will replace any previous votes. \n

\n Whether or not you plan to attend and participate in the special meeting, we encourage you to vote by proxy as soon as possible before the special meeting. Your shares will be voted in accordance with your instructions. \n

\n Q:\n
\n

\n \n How do I vote if I am a beneficial owner of shares? \n

\n A:\n
\n

\n \n Your broker is not permitted to vote on your behalf on “non-routine” matters, unless you provide specific instructions by completing and returning the voting instruction card from your bank, broker, or other similar organization or by following the instructions provided to you for voting your shares via telephone or the Internet. For the special meeting, no proposal is considered to be a routine matter. \n

\n For your vote to be counted, you will need to communicate your voting decisions to your bank, broker, or other similar organization before the date of the special meeting. All beneficial owners may also vote online during the special meeting. You will need the 16-digit control number included on your voting instruction card to log in to the virtual meeting platform at [www. ]. Voting electronically online during the special meeting will replace any previous votes. \n

\n Q:\n
\n

\n \n What should I do if I receive more than one set of voting materials for the special meeting? \n

\n A:\n
\n

\n \n You may receive more than one set of voting materials for the special meeting, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms. For example, if you hold your Victory common stock in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please submit each separate proxy or voting instruction form that you receive by following the instructions set forth in each separate proxy or voting instruction form. \n

\n Q:\n
\n

\n \n What is a broker non-vote? \n

\n A:\n
\n

\n \n If you are a beneficial owner of shares held in “street name” and do not provide your broker, bank or nominee with specific voting instructions, the broker, bank or nominee may generally vote on “routine” matters, but cannot vote on “non-routine” matters. If the broker, bank or nominee receives some instructions from you but does not receive instructions from you on how to vote your shares on one or more non-routine matters, it will inform Victory that it does not have authority to vote on this matter with respect to your shares. This is referred to as a “broker non-vote.” \n

\n You should instruct your broker, bank or other nominee how to vote your shares. Under the rules applicable to broker-dealers, your broker, bank or other nominee does not have discretionary authority to vote your shares on any of the proposals scheduled to be voted on at the special meeting. A broker non-vote will have no effect on the share issuance proposal and adjournment proposal, assuming a quorum is present. \n

\n Additional information on voting procedures can be found under the section titled “Special Meeting.” \n

\n Q:\n
\n

\n \n What happens if I do not vote or return a proxy? \n

\n A:\n
\n

\n \n A quorum will exist at the special meeting only if the holders of record of a majority of the voting power of the issued and outstanding shares of Victory common stock entitled to vote at the special meeting are present at the special meeting, in person or by proxy. Your failure to vote on the proposals, by failing to either submit a proxy or attend the special meeting if you are a stockholder of record, may result in the failure of a quorum to exist at the special meeting. \n

\n Q:\n
\n

\n \n Can I revoke or change my vote? \n

\n A:\n
\n

\n \n If you are a stockholder of record, you may change your vote or revoke a proxy at any time prior to the special meeting by submitting a written notice of revocation or a proxy bearing a later date to \n

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\n Victory’s Corporate Secretary no later than the deadline specified on the notice or proxy card, or by voting via the Internet during the special meeting. If you are the beneficial owner of shares held in street name, you may change your vote or revoke a proxy in accordance with the instructions provided by the institution through which you hold your shares. \n

\n Additional information can be found under the section titled “Special Meeting.” \n

\n Q:\n
\n

\n \n What happens if I sell or otherwise transfer my shares of Victory common stock before the special meeting? \n

\n A:\n
\n

\n \n The record date for stockholders entitled to vote at the special meeting is [ ], 2026, which is earlier than the date of the special meeting. If you sell or otherwise transfer your shares after the record date but before the special meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you transfer your shares and each of you notifies Victory in writing of such special arrangements, you will retain your right to vote such shares at the special meeting but will otherwise transfer ownership of your shares of Victory common stock. \n

\n Q:\n
\n

\n \n What is the effect of giving a proxy? \n

\n A:\n
\n

\n \n Proxies are solicited by and on behalf of the Victory board. Michael D. Policarpo and Nina Gupta have been designated as proxy holders by the Victory board. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the special meeting in accordance with the instructions of the stockholder. For stockholders of record, if no specific instructions are given, however, the shares will be voted in accordance with the recommendations of the Victory board as described above. If the special meeting is adjourned or postponed, the proxy holders can vote the shares on the new special meeting date as well, unless you have properly revoked your proxy instructions, as described above. \n

\n Q:\n
\n

\n \n Where can I find voting results of the special meeting? \n

\n A:\n
\n

\n \n Victory intends to announce the preliminary voting results at the special meeting and publish the final results in a Current Report on Form 8-K that will be filed with the SEC following the special meeting. All reports that Victory files with the SEC are publicly available when filed. See “Where You Can Find More Information.” \n

\n Q:\n
\n

\n \n Do I have appraisal rights? \n

\n A:\n
\n

\n \n Victory stockholders are not entitled to appraisal rights in connection with the transactions contemplated by the merger agreement. For further information relating to appraisal rights, see “No Appraisal Rights.” \n

\n Q:\n
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\n \n What is the cost of the proxy solicitation? \n

\n A:\n
\n

\n \n Victory will bear all of the cost of the solicitation of proxies, including the preparation, assembly, printing and mailing of all proxy materials sent by it. Victory also reimburses banks, brokers, custodians and other record holders for their costs in forwarding the proxy materials to the beneficial owners of holders of Victory common stock. Victory and its directors, officers, and regular employees also may solicit proxies by mail, personally, by telephone or by other appropriate means. No additional compensation will be paid to directors, officers or other regular employees for such services. In addition, we have retained MacKenzie Partners, Inc. to aid in the solicitation of proxies by mail, personally, by telephone, email or other appropriate means. For these services, we will pay $20,000, subject to increase as mutually agreed by the parties under certain circumstances, plus reasonable out-of- pocket expenses. \n

\n Q:\n
\n

\n \n Who can answer any questions I may have about the special meeting or the transactions contemplated by the merger agreement or any related matter? \n

\n A:\n
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\n \n If you have any questions about the special meeting, the transactions contemplated by the merger agreement, any related matters in connection therewith, or how to submit your proxy, or if you need \n

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\n additional copies of this proxy statement or documents incorporated by reference herein, the enclosed proxy card or voting instructions, you should contact: \n

\n Victory Capital Holdings, Inc.\n
\n 15935 La Cantera Parkway\n
\n San Antonio, TX 78256\n
\n (210) 694-9658\n
\n Attention: Investor Relations \n

\n MacKenzie Partners, Inc.\n
\n 7 Penn Plaza\n
\n New York, New York 10001\n
\n Shareholders May Call Toll-Free: (800) 322-2885\n

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\n SUMMARY \n

\n The following summary highlights selected information described in more detail elsewhere in this proxy statement and the documents incorporated by reference into this proxy statement and may not contain all the information that may be important to you. To understand the acquisition, the share issuance proposal, and the other matters being voted on by Victory stockholders at the special meeting more fully, and to obtain a more complete description of the terms of the merger agreement and the Genstar shareholder agreement, you should carefully read this entire document, including the annexes, and the documents to which Victory refers you. Each item in this summary includes a page reference directing you to a more complete description of that topic. See “Where You Can Find More Information.” \n

\n The Companies (see page 30) \n

\n Victory Capital Holdings, Inc. \n

\n Victory was formed in 2013 and is incorporated in the State of Delaware. Victory is a diversified global asset management firm with total client assets of $360.2 billion, assets under management (“AUM”) of $356.5 billion and other assets of $3.7 billion as of August 31, 2026. Victory operates a next-generation business model combining boutique investment qualities with the benefits of an integrated, centralized operating and distribution platform. \n

\n Victory’s principal executive offices are located at 15935 La Cantera Parkway, San Antonio, Texas 78256 and its phone number is (216) 898-2400. \n

\n Shares of Victory common stock are traded on the Nasdaq Global Select Market under the symbol “VCTR.” \n

\n For additional information concerning Victory’s business, see the section entitled “Information About Victory, Merger Sub 1, Merger Sub 2, First Eagle Seller and First Eagle.” \n

\n Fortify Holdings 1, Inc. \n

\n Merger Sub 1 is a Delaware corporation and was formed on August 21, 2026 under the name Fortify Holdings 1, Inc. for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub 1 has not conducted any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Upon completion of the acquisition, Merger Sub 1 will merge with and into First Eagle and Merger Sub 1 will cease to exist. Merger Sub 1’s office is located at 15935 La Cantera Parkway, San Antonio, Texas 78256 and its phone number is (216) 898-2400. \n

\n Fortify Holdings 2, LLC \n

\n Merger Sub 2 is a Delaware limited liability company and was formed on August 21, 2026 under the name Fortify Holdings 2, LLC for the purpose of engaging in the transactions contemplated by the merger agreement. Merger Sub 2 has not conducted any activities on or prior to the date of this proxy statement, except for activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Upon completion of the acquisition, First Eagle will merge with and into Merger Sub 2, with Merger Sub 2 as the surviving entity. Merger Sub 2’s office is located at 15935 La Cantera Parkway, San Antonio, Texas 78256 and its phone number is (216) 898-2400. \n

\n GC Ferry Parent, L.P. \n

\n First Eagle Seller is a Delaware limited partnership and was formed on February 24, 2025 under the name GC Ferry Parent, L.P. First Eagle Seller is majority owned by affiliates of Genstar Capital Management, LLC (collectively, “Genstar”), with the balance of First Eagle Seller owned by employees of First Eagle. First Eagle Seller is a holding company with no current substantive operations. First Eagle Seller’s office is located at c/o Genstar Capital Partners LLC, Four Embarcadero Center, Suite 1900, San Francisco, California 94111 and its phone number is 415-834-2350. \n

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\n Genstar \n

\n Genstar is a private equity firm headquartered in San Francisco, California that has been actively investing in high-quality companies for over 35 years. Genstar works in partnership with its management teams and its network of strategic advisors to transform its portfolio companies into industry-leading businesses. As of December 31, 2025, 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. \n

\n GC Ferry Holdings, Inc. \n

\n First Eagle is a Delaware corporation and was incorporated on February 24, 2025 under the name GC Ferry Holdings, Inc. First Eagle is a wholly owned subsidiary of First Eagle Seller. First Eagle’s activities are principally conducted by its wholly owned subsidiary, First Eagle Investment Management, LLC, a Delaware limited liability company (“First Eagle Investments”). \n

\n First Eagle Investments is an independent, privately owned investment management firm headquartered in New York with approximately $228.4 billion in assets under management as of August 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. First Eagle has operations spanning nine global office locations including Boston, Chicago, Columbus, Geneva, London, Miami, Munich, New York and Zug. First Eagle’s principal executive offices are located at 1345 Avenue of the Americas, 48th Floor, New York, NY 10105, and its phone number is 212-698-3300. \n

\n Transaction Structure (see page 36) \n

\n On August 25, 2026, Victory entered into the merger agreement with Merger Sub 1, Merger Sub 2, First Eagle Seller and First Eagle, pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub 1 will merge with and into First Eagle, with First Eagle surviving, followed by First Eagle merging with and into Merger Sub 2, with Merger Sub 2 surviving. The acquisition will result in First Eagle becoming a wholly owned subsidiary of Victory. \n

\n Consideration \n

\n At the closing, as consideration for the transactions contemplated by the merger agreement, Victory will pay and/or issue, as applicable, to First Eagle Seller a combination of (a) cash, (b) newly issued shares of our common stock, par value $0.01 per share (“Victory common stock”), representing 4.9% of the number of issued and outstanding shares of Victory common stock, after giving effect to that issuance, and (c) newly issued shares of a new series of our non-voting convertible preferred stock, par value $0.01 per share, which will be designated as Series B Non-Voting Convertible Preferred Stock (“Victory Series B convertible preferred stock”). However, if the share issuance proposal (as defined below) is not approved at the special meeting, a portion of the share consideration will be in the form of newly issued shares of perpetual preferred stock, as described herein. The base purchase price for the acquisition is $7.03 billion (subject to adjustment as contemplated in the merger agreement, including a reduction for the amount of First Eagle’s funded debt and other debt-like items), of which the share consideration component has an aggregate value of $2 billion. The number of shares of Victory common stock to be issued to First Eagle Seller will be equal to 4.9% of the number of shares of Victory common stock after giving effect to such issuance and based on the Victory common stock outstanding as of the close of business on the second business day prior to the closing date, with such Victory common stock valued at $116.26 per share as set forth in the merger agreement. Assuming the share issuance proposal is approved, the remaining balance of the $2 billion share consideration will be issued in shares of Victory Series B convertible preferred stock, valued at $116.26 per share as set forth in the merger agreement. As of August 31, 2026, there were 61,894,728 outstanding shares of Victory common stock and 20,036,821 outstanding shares of Victory Series A convertible preferred stock. Assuming the same number of shares of Victory common stock and Victory Series A convertible preferred stock are outstanding as of immediately prior to the closing, and assuming the share issuance \n

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\n proposal is approved, the Victory Series B convertible preferred stock and Victory common stock issued to First Eagle Seller, will in the aggregate represent 17.4% of the outstanding shares of Victory capital stock (including all series of common and preferred stock) after giving effect to such issuances. \n

\n The purchase price is subject to customary adjustments for First Eagle’s indebtedness, cash, working capital and unpaid transaction expenses. The purchase price is also subject to adjustment if First Eagle Seller does not obtain First Eagle client consents representing revenues from clients equal to at least 92.5% of the Base Revenue Run-Rate. The calculation of the revenue run-rate of First Eagle consenting clients does not take into account market changes between signing of the merger agreement and the closing but does take into account net flows. The purchase price is also subject to a customary post-closing adjustment as well as monthly true-up payments in respect of First Eagle client consents obtained in the one-year period following the closing. Under the terms of the merger agreement, at least 40% of the aggregate merger consideration must be paid in share consideration. \n

\n Victory Series B Convertible Preferred Stock \n

\n The Victory Series B convertible preferred stock that will be issued as partial consideration under the terms of the merger agreement will have the designations, powers, rights and preferences and the qualifications, limitations and restrictions set forth in the Convertible Preferred Stock Certificate of Designations, the form of which is attached as Annex D to this proxy statement. \n

\n The Victory Series B convertible preferred stock will have the following terms, among others: \n

\n •\n
\n

\n \n the Victory Series B convertible preferred stock will not have any voting rights, except as may be required by applicable law and in respect of the consent rights described in the section titled “The Transaction — Victory Series B Convertible Preferred Stock”; \n

\n •\n
\n

\n \n the Victory Series B convertible preferred stock will be economically equivalent to the Victory Series A convertible preferred stock held by Amundi. The Victory Series B convertible preferred stock will also be economically equivalent to the Victory common stock (including with respect to dividends), except that, upon liquidation of Victory (but not a consolidation, merger or reorganization), holders of the Victory Series B convertible preferred stock will be entitled to a liquidation preference equal to $0.01 per share, plus the amount of any declared but unpaid dividends thereon as of the applicable date; and \n

\n •\n
\n

\n \n the Victory Series B convertible preferred stock will not be convertible to shares of Victory common stock at the option of the holder; however, the shares of Victory Series B convertible preferred stock will automatically convert into shares of Victory common stock if transferred by the holder in accordance with the Genstar shareholder agreement to a transferee that is not an affiliate of the holder or if the transferee is Victory. \n

\n If the share issuance proposal is not approved by the holders of a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting, the share consideration described above would be adjusted such that the shares of Victory common stock and Victory Series B convertible preferred stock issued to First Eagle Seller will not exceed (on an as-converted basis) 19.9% of the total outstanding Victory common stock as of the close of business on the second business day immediately preceding the closing date and First Eagle Seller will instead receive the balance of the share consideration in newly issued shares of Victory perpetual preferred stock. Pursuant to the terms of the merger agreement, Victory has the right to reduce the number of shares of Victory perpetual preferred stock issued to First Eagle Seller and instead proportionally increase the amount of cash consideration, subject to certain limitations. For a further description of the terms of the Victory perpetual preferred stock, see “Transaction — Victory Perpetual Preferred Stock.” \n

\n Recommendation of the Victory Board and Reasons of the Victory Board for the Acquisition (see page 41) \n

\n After careful consideration, on August 25, 2026, the Victory board unanimously determined that the terms of the merger agreement, the Genstar shareholder agreement, the Convertible Preferred Stock Certificate of Designations, the Perpetual Preferred Stock Certificate of Designations and the transactions contemplated by the merger agreement, including the acquisition and the share issuance, are advisable, fair \n

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\n and in the best interests of Victory and its stockholders. Accordingly, based on its evaluation, the Victory board recommends that Victory stockholders vote “FOR” the share issuance proposal and “FOR” the adjournment proposal. \n

\n In evaluating the transactions contemplated by the merger agreement, including the share issuance, the Victory board consulted with Victory’s senior management, outside legal counsel and financial advisors. In recommending that Victory stockholders vote in favor of the foregoing proposals, the Victory board considered several factors that it believed supported its determination as further described in the section entitled “The Transaction — Recommendation of the Victory Board and Reasons of the Victory Board for the Acquisition.” \n

\n Opinion of PJT Partners LP (see page 46) \n

\n PJT Partners LP (“PJT Partners”) was retained by Victory to act as its financial advisor in connection with the acquisition and, upon Victory’s request, to render its fairness opinion to the Victory board in connection therewith. Victory selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of Victory’s industry and its knowledge and understanding of the business and affairs of Victory. At a meeting of the Victory board on August 25, 2026, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated August 25, 2026, to the Victory board that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the consideration for the acquisition (the “consideration”) to be paid by Victory for the shares of First Eagle in the acquisition (as further described in PJT Partners’ opinion) was fair to Victory from a financial point of view. PJT Partners noted that the consideration is subject to adjustment in certain circumstances as set forth in the merger agreement, as to which adjustments PJT Partners expressed no opinion. \n

\n The full text of PJT Partners’ written opinion delivered to the Victory board, dated August 25, 2026, is attached as Annex C and incorporated into this proxy statement by reference in its entirety. References in PJT Partners’ written opinion to Voyager Merger Sub 1, Inc., Voyager Merger Sub 2, LLC, Gatsby Parent, L.P., and Gatsby Holdings, Inc. refer to the entities referenced in this proxy statement as Fortify Holdings 1, Inc., Fortify Holdings 2, LLC, GC Ferry Parent, L.P., and GC Ferry Holdings, Inc., respectively. PJT Partners’ written opinion has been provided by PJT Partners at the request of the Victory board and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read the opinion carefully in its entirety. PJT Partners provided its opinion to the Victory board, in its capacity as such, in connection with and for purposes of its evaluation of the acquisition only and PJT Partners’ opinion does not constitute a recommendation as to any action the Victory board should take with respect to the acquisition or how any holder of Victory common stock should vote or act with respect to the acquisition, including the share issuance, or any other matter. The summary of the PJT Partners opinion contained in this proxy statement is qualified in its entirety by reference to the full text of PJT Partners’ written opinion. \n

\n For a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion, see the section titled “The Transaction — Opinion of PJT Partners LP (Financial Advisor to Victory)” beginning on page 46. \n

\n Financing of the Acquisition (see page 54) \n

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\n contemplated by the debt commitment letter are subject to certain customary conditions, including (a) the execution and delivery of definitive documentation with respect to such debt financing in accordance with such commitment letter and (b) the consummation of the acquisition in all material respects in accordance with the terms and conditions of the merger agreement. Commitments in respect of the debt facilities under the debt commitment letter will terminate on the earliest to occur of (1) the first anniversary of the date of the debt commitment letter, (2) 11:59 p.m. New York City time on the date that is five business days after the end date (as such date may be extended in accordance with the merger agreement as in effect on the date of the debt commitment letter), (3) the termination of the merger agreement in accordance with its terms and (4) as to any debt facility, the consummation of the acquisition without the funding (or effectiveness, in the case of the senior secured revolving credit facility) of such debt facility. The proceeds of the debt financing would be used at the closing of the acquisition to (1) finance the cash portion of the merger consideration and pay fees and expenses incurred in connection with the acquisition and the debt facilities, and (2) the repayment of all outstanding indebtedness under the First Eagle credit agreement. The receipt of the debt financing by Victory is not a condition to Victory’s obligations to complete the acquisition. \n

\n Board of Directors of Victory Following Consummation of the Acquisition (see page 70) \n

\n As of the closing, Genstar Holder will be entitled to designate two individuals to serve on the Victory board at the closing, in each case as reasonably acceptable to Victory. Following the closing, the Victory board is expected to consist of eleven directors. \n

\n Material U.S. Federal Income Tax Consequences (see page 56) \n

\n The acquisition will not result in any U.S. federal income tax consequences to Victory stockholders with respect to their shares of Victory common stock. The material U.S. federal income tax consequences of the acquisition are described in more detail in the section of this document entitled “The Transaction — Material U.S. Federal Income Tax Consequences.” \n

\n Accounting Treatment of the Acquisition (see page 57) \n

\n The consolidated financial statements of Victory and First Eagle Holdings, Inc. (“First Eagle Holdings”) were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”). The acquisition will be accounted for as a business combination, with Victory treated as the acquirer. The unaudited pro forma combined financial information was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree in a business combination are recognized at their fair values as of the acquisition date. \n

\n Regulatory Clearances Required to Consummate the Acquisition (see page 57) \n

\n The consummation of the acquisition is conditioned on the termination or expiration of the applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), and the rules and regulations promulgated in connection with the HSR Act and the attainment of certain other regulatory approvals and authorizations. \n

\n Conditions to Consummation of the Acquisition (see page 67) \n

\n The obligations of Victory to consummate the acquisition are subject to the satisfaction (or waiver by Victory) of the following conditions: \n

\n •\n
\n

\n \n the accuracy of the representations and warranties of First Eagle Seller and First Eagle in the merger agreement as of its date and as of the closing, subject to customary materiality standards; \n

\n •\n
\n

\n \n performance in all material respects of all agreements and covenants required to be performed or complied with under the merger agreement by First Eagle Seller and First Eagle at or prior to the closing; and \n

\n •\n
\n

\n \n since the date of the merger agreement, no Material Adverse Effect has occurred on First Eagle. \n

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\n The obligations of First Eagle to consummate the acquisition are subject to the satisfaction (or waiver by First Eagle) of the following conditions: \n

\n •\n
\n

\n \n the accuracy of the representations and warranties of Victory in the merger agreement as of its date and as of the closing, subject to customary materiality standards; and \n

\n •\n
\n

\n \n performance in all material respects of all agreements and covenants required to be performed or complied with under the merger agreement by Victory at or prior to the closing. \n

\n The obligations of Victory and First Eagle to consummate the acquisition are also subject to the satisfaction or waiver of the following mutual conditions: \n

\n •\n
\n

\n \n Client Consents at closing representing at least 75% of the Base Revenue Run-Rate; \n

\n •\n
\n

\n \n no court of competent jurisdiction will have issued an order which prevents the consummation of the transactions contemplated by the merger agreement; \n

\n •\n
\n

\n \n any waiting period or extension thereof applicable to the transactions contemplated by the merger agreement under the HSR Act having been terminated, expired or obtained, as applicable; and \n

\n •\n
\n

\n \n the consent or clearance from, or the expiration of waiting periods under rules or regulations promulgated by, certain specified regulatory authorities or self-regulatory organizations have been obtained, including from the United Kingdom’s Financial Conduct Authority (“FCA”) and the Financial Industry Regulatory Authority, Inc. (“FINRA”). \n

\n Stockholder approval of the share issuance is not a condition to the closing of the acquisition. If the share issuance proposal is not approved at the special meeting and the acquisition is consummated, a portion of the share consideration will be in the form of newly issued shares of perpetual preferred stock, as described herein. See “Questions and Answers — What happens if the share issuance is not approved by the Victory stockholders?” \n

\n As further discussed under the section titled “Risk Factors,” neither Victory nor First Eagle Seller can be certain when, or if, the conditions to the acquisition will be satisfied or waived, or that the acquisition will be consummated. \n

\n Termination of the merger agreement (see page 68) \n

\n Victory and First Eagle may mutually agree to terminate the merger agreement before consummating the acquisition. \n

\n In addition, either Victory or First Eagle may terminate the merger agreement if: \n

\n •\n
\n

\n \n a breach of or failure by the applicable party to perform any representation, warranty, covenant or agreement set forth in the merger agreement has occurred, which breach or failure to perform (i) would give rise to the failure of a closing condition and (ii) such breach has not been cured within 20 business days after written notice is delivered to the breaching party; provided that the terminating party is not then in breach with respect to any of its representations, warranties, covenants or other agreements contained in the merger agreement that would cause the closing conditions not to be satisfied; \n

\n •\n
\n

\n \n the end date has been reached and the closing has not occurred on or prior to the end date; provided, that the terminating party did not breach in any material respect its obligations under the merger agreement that caused the failure of the closing to occur on or before such date; or \n

\n •\n
\n

\n \n any court of competent jurisdiction has issued an order which is in effect and is final and nonappealable which prevents consummation of the transactions contemplated by the merger agreement. \n

\n Specific Performance (see page 68) \n

\n In addition to any other remedy that may be available to each party, each of the parties will be entitled to equitable relief in the event that any of the provisions of the merger agreement are not performed in accordance with their terms or are otherwise breached. \n

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\n Exclusive Dealing (see page 64) \n

\n Each of First Eagle Seller and First Eagle has agreed that, until the earlier of the closing and the termination of the merger agreement, First Eagle Seller and First Eagle will not, directly or indirectly, initiate, solicit, encourage or facilitate the submission of proposals or offers from, provide any confidential information relating to First Eagle or its subsidiaries to, approve, endorse or recommend, or participate in discussions or negotiations or enter into any agreement with, any person (other than Victory and its affiliates) concerning the sale of First Eagle or any of its subsidiaries. \n

\n Expected Timing of the Acquisition (see page 58) \n

\n The acquisition is expected to be consummated by the end of the first quarter of 2027. \n

\n However, neither Victory nor First Eagle Seller can predict the actual date on which the acquisition will be consummated, nor can the parties assure that the acquisition will be consummated, because consummation is subject to conditions beyond each party’s control. Either party may terminate the merger agreement upon written notice to the other party at any time after the end date if the closing has not occurred on or prior to that date; provided, however, that this right to terminate is not available to any party if the action or inaction of such party or its affiliates was the principal cause of or resulted in the failure of the closing to occur on or before such date and, in each case, such action or failure to act constitutes a material breach of the merger agreement. \n

\n No Appraisal Rights (see page 99) \n

\n Under the Delaware General Corporation Law (the “DGCL”), Victory’s shareholders are not entitled to appraisal rights in connection with the transactions contemplated by the merger agreement. \n

\n The Genstar Shareholder Agreement (see page 69) \n

\n At the closing, Victory and Genstar Holder will enter into a shareholder agreement (the “Genstar shareholder agreement”). Under the terms of the Genstar shareholder agreement, for a period of three years following the closing, Genstar Holder will be subject to a customary “lock-up” of the shares it acquired pursuant to the merger agreement (subject to certain exceptions) and a standstill, which among other things, prohibits Genstar Holder from acquiring additional equity securities of Victory (subject to certain exceptions) if after giving effect to such acquisition, the Genstar Holder would own in excess of 4.9% of Victory’s equity securities. Subject to certain exceptions, following the expiration of the standstill period, Genstar Holder may not acquire in excess of 24.9% of the voting securities of Victory. In addition, under the terms of the shareholder agreement, until the five-year anniversary of the closing of the acquisition, Genstar Holder will agree not to consummate any privately negotiated transfer of equity securities which would result in any person or group having beneficial ownership of 10% or more of the outstanding capital stock of Victory after giving effect to such transfer (other than a transfer to any person or group having beneficial ownership of 50% of Victory prior to the transfer), subject to certain exceptions. \n

\n Under the terms of the Genstar shareholder agreement, (a) for so long as Genstar Holder, together with its permitted transferees, owns at least 50% of the Holder’s Share Amount, Genstar Holder will have the right to require Victory to nominate and use reasonable best efforts (subject to applicable law and the exercise of the Victory board’s fiduciary duties) to have two (2) individuals designated by Genstar Holder elected to the Victory board and (b) for so long as Genstar Holder, together with its permitted transferees, owns at least 33% but less than 50% of the Holder’s Share Amount, Genstar Holder will have the right to require Victory to nominate and use reasonable best efforts (subject to applicable law and the exercise of the Victory board’s fiduciary duties) to have one (1) individual designated by Genstar Holder elected to the Victory board, in each case as reasonably acceptable to Victory. For so long as Genstar Holder has the right to nominate at least one director to the Victory board, subject to applicable law or applicable rules or regulations of any stock exchange (including as to any eligibility or qualification requirements) and the exercise of the Victory board’s fiduciary duties, Genstar Holder will also have the right to have one of its selected directors serve on each committee of the Victory board. \n

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\n Subject to Genstar Holder and its permitted transferees maintaining ownership of the shares acquired pursuant to the merger agreement at certain levels, Victory may not take certain actions without the approval of Genstar Holder as further described elsewhere in this proxy statement. \n

\n In addition, Victory is required to file a registration statement for a shelf registration covering the resale of all shares of Victory common stock (including the shares of Victory common stock issuable upon the automatic conversion of the Victory Series B convertible preferred stock as a result of specified transfers as set forth in the Convertible Preferred Stock Certificate of Designations) acquired by First Eagle Seller pursuant to the merger agreement, including the resale of shares subsequently distributed to equityholders of First Eagle Seller. Genstar Holder will also be entitled to participate pro rata in certain equity issuances by Victory for so long as Genstar Holder owns at least 40% of Holder’s Share Amount. \n

\n Risk Factors (see page 20) \n

\n Before voting at the special meeting, you should carefully consider all of the information contained in or incorporated by reference into this proxy statement, as well as the specific factors under the section titled “Risk Factors.” \n

\n Impact of the Share Issuance Proposal on Our Existing Stockholders \n

\n If the share issuance proposal is approved and the share issuance is implemented, the share issuance will dilute the ownership and voting interests of our existing stockholders. Assuming there are 61,894,728 outstanding shares of Victory common stock and 20,036,821 shares of Victory Series A convertible preferred stock immediately prior to the closing, at the closing, and assuming the share issuance proposal is approved, existing Victory securityholders will hold approximately 82.6% of the outstanding shares of Victory capital stock and First Eagle Seller will hold approximately 17.4% of the outstanding shares of Victory capital stock, of which First Eagle Seller will hold Victory common stock representing 4.9% of the outstanding voting power. Since the share consideration component of the merger consideration has an aggregate value of $2 billion based on a per share price of $116.26 as set forth in the merger agreement, the aggregate number of shares of Victory common stock and shares of Victory Series B convertible preferred stock issued to First Eagle Seller will be 17,202,821 shares, however the allocation between the Victory common stock and Victory Series B convertible preferred stock will depend on the number of shares of Victory common stock outstanding immediately prior to the closing. If the stockholders of Victory do not approve the share issuance proposal, based on [ ] outstanding shares of Victory common stock as of the record date for the special meeting, at the closing, Victory would instead issue approximately (i) [ ] shares of Victory common stock, (ii) [ ] shares of Victory Series B convertible preferred stock (which, together with the Victory common stock issued pursuant to clause (i) in this sentence, would represent 19.9% of the total outstanding Victory common stock as of the record date, assuming for this purpose that the record date was the close of business on the second business day immediately preceding the closing date), and (iii) shares of Victory perpetual preferred stock with an initial aggregate liquidation preference of $[ ]. Pursuant to the terms of the merger agreement, Victory has the right to reduce the number of shares of Victory perpetual preferred stock issued to First Eagle Seller and instead proportionally increase the amount of cash consideration, subject to certain limitations.\n

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\n RISK FACTORS \n

\n In addition to the other information contained or incorporated by reference into this proxy statement, including the matters addressed in the section entitled “Cautionary Statements Regarding Forward-Looking Statements” beginning on page 28 of this proxy statement, you should carefully consider the following risk factors related to the transactions contemplated by the merger agreement and the anticipated business of Victory after the closing of such transactions in evaluating whether to approve the proposals described in this proxy statement. If any of the risks described below, or elsewhere in this proxy statement, actually occurs, the business, financial results, financial condition, operating results or stock price of Victory could be materially adversely affected. \n

\n Risk Related to the Transactions Contemplated by the Merger Agreement \n

\n Victory and First Eagle may fail to consummate the transaction if certain required conditions, many of which are outside the companies’ control, are not satisfied. \n

\n Consummation of the acquisition is subject to various customary closing conditions, including, but not limited to, (i) the expiration or termination of the required waiting period under the HSR Act, (ii) the attainment of certain other regulatory approvals and authorizations, (iii) the absence of certain legal restraints preventing the consummation of the contemplated transactions, (iv) First Eagle client consents relating to the continuation of existing, or approval of new, investment advisory contracts at closing representing at least 75% of the Base Revenue Run-Rate, (v) the accuracy of the parties’ respective representations and warranties contained in the merger agreement (subject to customary materiality thresholds), (vi) the material performance of the parties’ respective covenants contained in the merger agreement, and (vii) the absence of any Material Adverse Effect on First Eagle. Despite the companies’ efforts, they may not be able to satisfy the various closing conditions or obtain the necessary approvals in a timely fashion or at all. See “The Merger Agreement — Conditions to Consummation of the Acquisition” beginning on page 67 for a discussion of the conditions to the consummation of the transactions contemplated by the merger agreement. \n

\n Failure to consummate the acquisition could negatively impact Victory’s stock price and future businesses and financial results. \n

\n If the acquisition is not consummated, Victory will be subject to several risks, including the following: \n

\n •\n
\n

\n \n negative reactions from the financial markets, including potential declines in the price of Victory’s common stock due to the fact that current prices may reflect a market assumption that the acquisition will be consummated; \n

\n •\n
\n

\n \n diverted attention of Victory’s management to the transactions contemplated by the merger agreement rather than to Victory’s operations and pursuit of other opportunities that could have been beneficial to it; and \n

\n •\n
\n

\n \n a negative impact on Victory’s future growth plan, including with regard to potential acquisitions. \n

\n Victory may fail to realize the anticipated benefits of the transactions contemplated by the merger agreement and may assume unanticipated liabilities. \n

\n The success of the transactions contemplated by the merger agreement will depend on, among other things, Victory’s ability to integrate the First Eagle business in a manner that realizes the various benefits, growth opportunities and synergies identified by Victory, including its ability to retain First Eagle’s clients following the closing. Achieving the anticipated benefits of the transaction is subject to a number of risks and uncertainties. Liabilities associated with First Eagle could reduce the value of First Eagle to Victory. Also, it is uncertain whether Victory’s and First Eagle’s existing operations and the acquired assets can be integrated in an efficient and effective manner. \n

\n As with other acquisitions, the success of the transactions contemplated by the merger agreement depends on, among other things, the accuracy of Victory’s assessment of the operating costs, integration and various other factors. These assessments are necessarily inexact. Although the business and operations to be acquired are subject to many of the risks and uncertainties to which both Victory and First Eagle \n

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\n businesses and operations are subject, risks associated with the transactions contemplated by the merger agreement in particular include those associated with the significant size of the transaction relative to Victory’s existing operations. \n

\n In addition, the integration of operations following the acquisition will require the attention of Victory’s management and other personnel, which may distract their attention from Victory’s day-to-day business and operations and prevent Victory from realizing benefits from other opportunities. Completing the integration process may be more expensive than anticipated, and Victory cannot assure you that it will be able to effect the integration of these operations smoothly or efficiently, or that the anticipated benefits of the transaction will be achieved. \n

\n Even if the acquisition is consummated, the failure of First Eagle to obtain certain third-party consents and approvals, including in relation to the “assignment” of investment advisory agreements, could adversely impact Victory and First Eagle following the acquisition, including by causing a loss of First Eagle’s AUM and a corresponding loss of revenue. \n

\n Each of First Eagle’s investment advisory agreements for the clients (e.g., separate accounts, private funds, open-end and closed-end registered investment companies (“registered funds”) and other investment vehicles) First Eagle advises (“First Eagle clients”) may not be “assigned” to Victory Capital Management Inc. without the consent of the client under their terms and under applicable law, and in the case of First Eagle clients that are registered funds, investment advisory agreements with such registered funds terminate automatically in the event of their “assignment.” The acquisition would result in an “assignment” of such investment advisory agreements under their terms and applicable law. Under the merger agreement, First Eagle will use reasonable best efforts to obtain all such client consents. In connection with the foregoing, each open-end registered fund’s board and shareholders will be asked to approve a reorganization of the fund into a fund that would be advised by Victory Capital Management Inc. and each closed-end registered fund’s board and shareholders will be asked to approve a new investment advisory agreement in order for Victory Capital Management Inc. to act as the fund’s investment adviser. There can be no assurance, however, that First Eagle will be able to obtain such necessary consents from First Eagle clients or other necessary approvals, including from the boards and investors of the registered funds First Eagle manages, which are First Eagle’s largest clients. Unless the necessary approvals and consents are obtained, the acquisition could adversely affect Victory Capital Management Inc.’s ability to manage client accounts, resulting in the loss of AUM attributable to current First Eagle clients and a corresponding loss of revenue. \n

\n In this regard, as a condition to both parties’ obligations to effect the closing, First Eagle Seller is required to deliver First Eagle client consents representing at least 75% of the Base Revenue Run-Rate of all First Eagle clients. Thus, there is a risk that Victory will be required to consummate the acquisition even if the revenue run-rate at closing for First Eagle clients is less than the Base Revenue Run-Rate, so long as it is at least 75% thereof. While the purchase price paid to First Eagle Seller is subject to adjustment if First Eagle Seller does not obtain First Eagle client consents representing revenues equal to at least 92.5% of the Base Revenue Run-Rate, there can be no guarantee that this adjustment will adequately compensate Victory for the loss of AUM and corresponding loss of revenue resulting from the failure of First Eagle to obtain First Eagle client consents. \n

\n Victory will incur significant transaction costs in connection with the transactions contemplated by the merger agreement and the integration of First Eagle into Victory. \n

\n Victory expects to incur significant costs associated with the transactions contemplated by the merger agreement. Victory’s fees and expenses related to the transactions contemplated by the merger agreement include financial advisor fees, debt commitment fees, filing fees, proxy expenses, integration related expenses, legal and accounting fees and regulatory filing fees, some of which will be paid regardless of whether the acquisition is consummated. \n

\n While Victory has assumed that a certain level of expenses would be incurred in connection with the transactions contemplated by the merger agreement, there are many factors beyond its control that could also affect the total amount of, or the timing of, anticipated expenses with respect to the integration of First Eagle into Victory. \n

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\n These costs and expenses could reduce the benefits and additional income Victory expects to achieve from the transactions contemplated by the merger agreement. Although Victory expects that these benefits will offset the transaction expenses and implementation costs over time, this net benefit may not be achieved in the near term or at all. \n

\n Victory’s due diligence of First Eagle may have failed to identify key risks that could have an adverse effect on Victory’s performance and financial condition. \n

\n Although Victory has conducted due diligence on First Eagle in connection with the transactions contemplated by the merger agreement, we cannot assure you that this diligence revealed all material issues that may be present, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of Victory’s control will not later arise. Even if Victory’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with Victory’s preliminary risk analysis. There is a risk that the due diligence undertaken was insufficient or failed to identify or appreciate the impact of key issues or identify all liabilities of First Eagle. These liabilities, and any additional risks and uncertainties related to the transactions contemplated by the merger agreement not currently known to Victory or that Victory may currently deem immaterial or unlikely to occur, could negatively impact Victory’s business, financial condition and results of operations and it is possible that certain benefits expected from the acquisition may not be realized. Although Victory purchased a customary representation and warranty insurance policy in connection with the execution of the merger agreement, there can be no guarantee that such policy will cover all significant liabilities and risks that may arise in the future with respect to breaches of representations and warranties made by First Eagle and First Eagle Seller in the merger agreement. \n

\n Obtaining required governmental approvals necessary to satisfy closing conditions may delay or prevent consummation of the transactions contemplated by the merger agreement. \n

\n Consummation of the acquisition is conditioned upon the receipt of certain U.S. and non-U.S. governmental authorizations, consents or other approvals. No assurance can be given that the approvals will be obtained. Even if such approvals or conditional approvals are obtained, no assurance can be given as to the terms, conditions and timing of the approvals or that they will satisfy the terms of the merger agreement. See “The Merger Agreement — Conditions to Consummation of the Acquisition” beginning on page 67 for a discussion of the conditions to the consummation of the transactions contemplated by the merger agreement. \n

\n Victory may not be able to obtain the financing necessary to complete the acquisition, which could delay or prevent completion of the acquisition. \n

\n Victory has entered into a debt commitment letter pursuant to which certain financial institutions have agreed to provide Victory with the debt facilities. Victory expects to use the proceeds of the debt facilities to finance the cash portion of the merger consideration. However, Victory has not yet entered into definitive agreements with respect to the debt facilities and the commitments of the lenders under the debt commitment letter are subject to certain customary conditions. There can be no assurance that these conditions will be satisfied or waived, or that the debt facilities will be available to Victory when required. If the debt facilities are not available to Victory when required, Victory may need to seek alternative financing to fund the cash consideration for the acquisition. Such alternative financing may not be available on acceptable terms, in a timely manner, or at all. If Victory is unable to obtain financing to fund the cash consideration for the acquisition, Victory may be forced to delay or not complete the acquisition. The receipt of the debt financing by Victory is not a condition to Victory’s obligations to complete the acquisition. \n

\n Under the merger agreement, the share consideration to First Eagle Seller is fixed at a per share price established at signing and will not be adjusted in the event of any subsequent change in Victory’s stock price. \n

\n Subject to the terms and conditions set forth in the merger agreement, upon the consummation of the transactions contemplated by the merger agreement, First Eagle Seller will receive shares of Victory common stock and Victory Series B convertible preferred stock having an aggregate value of $2 billion based on a per share price of $116.26 as set forth in the merger agreement, which was established in connection with the \n

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\n signing of the merger agreement. This means that the aggregate number of shares of Victory common stock and Victory Series B convertible preferred stock will be fixed and will not be adjusted for changes in the market price of Victory common stock following signing. Changes in the price of Victory common stock prior to the consummation of the transactions contemplated by the merger agreement may affect the market value of the consideration that First Eagle Seller will receive upon the consummation of the transactions contemplated by the merger agreement. Stock price changes may result from a variety of factors (some of which are beyond Victory’s control). \n

\n If the share issuance is not approved by Victory stockholders and the acquisition closes, Victory will issue a portion of the merger consideration to First Eagle Seller in the form of newly issued Victory perpetual preferred stock, which will contain terms that may restrict certain conduct of Victory while the Victory perpetual preferred stock remains outstanding. \n

\n The Victory perpetual preferred stock, if issued as partial consideration under the terms of the merger agreement, will have the designations, powers, rights and preferences and the qualifications, limitations and restrictions set forth in the Perpetual Preferred Stock Certificate of Designations, the form of which is attached as Annex E to this proxy statement. In particular, if the Victory perpetual preferred stock is issued at the closing and remains outstanding after the fourth anniversary of the closing date, holders of the Victory perpetual preferred stock will have additional consent rights following the fourth anniversary of the closing date over certain significant corporate actions, including with respect to incurring indebtedness above specified levels or entering into certain strategic transactions in a manner that would require consent from Victory’s lenders under its indebtedness agreements as in effect as of the closing date. To the extent Victory wishes to undertake any such action and the requisite holder consent is not obtained, Victory may be unable to pursue that action, which could adversely effect Victory and limit Victory’s operational or strategic flexibility. \n

\n In addition, the Victory perpetual preferred stock will initially accrue dividends at a rate of 8.0% per annum on the then-current liquidation preference (initially $1,000 per share). The dividend rate will automatically increase by 1.0% per annum on each anniversary of the closing date for so long as the Victory perpetual preferred stock remains outstanding, subject to a maximum rate of 15.0% per annum. Dividends will be payable quarterly in arrears and any accumulated and unpaid dividends that are not declared and paid in cash will be added to the liquidation preference. This means that if the Victory perpetual preferred stock remains outstanding for an extended period of time and is not redeemed by Victory, Victory will have to continue to pay dividends to holders of the Victory perpetual preferred stock at an increasing rate over time. \n

\n The opinion of PJT Partners LP will not be updated to reflect changes in circumstances between the signing of the merger agreement in August 2026 and the consummation of the acquisition and share issuance. \n

\n In connection with the signing of the merger agreement, Victory received an opinion from PJT Partners dated August 25, 2026. Victory has not asked PJT Partners to update its opinion and therefore, has not obtained an updated opinion from PJT Partners as of the date of this proxy statement. Victory does not anticipate asking PJT Partners to update its opinion at this time. Changes in the operations and prospects of Victory or First Eagle, general market and economic conditions and other factors that may be beyond the control of Victory or First Eagle, and on which the opinion of PJT Partners was based, may significantly alter the price of the shares of Victory common stock or the value of First Eagle by the time the acquisition is consummated. The opinion of PJT Partners speaks only as of August 25, 2026 and does not speak as of the time the acquisition and share issuance will be consummated or as of any date other than the date of PJT Partners’ opinion. Because PJT Partners will not be asked to update its opinion, the opinion will not address the fairness, from a financial point of view, to Victory of the consideration to be paid to First Eagle Seller pursuant to the terms of the merger agreement at the time of the special meeting or the time the acquisition and share issuance are consummated. The Victory board’s recommendation that Victory stockholders vote “for” the share issuance proposal, however, is made as of the date of this proxy statement. For a description of the opinion that Victory received from PJT Partners, please refer to “The Transaction — Opinion of PJT Partners LP (Financial Advisor to Victory).” \n

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\n Victory will be subject to various contractual restrictions while the transactions contemplated by the merger agreement are pending that could adversely affect its business and operations. \n

\n Under the terms of the merger agreement, Victory is subject to certain restrictions on the conduct of its business prior to completing the acquisition, which may adversely affect its ability to execute certain of its business strategies. These restrictions may, among other matters, prevent Victory from pursuing otherwise attractive business opportunities or entering into other transactions prior to consummation of the acquisition or termination of the merger agreement. Such limitations could negatively affect Victory’s businesses and operations prior to the consummation of the transactions contemplated by the merger agreement. \n

\n Specifically, the merger agreement prohibits Victory from entering into any transaction (including any acquisition) that would reasonably be expected to (i) materially delay or impair the ability to (A) satisfy the expiration or termination of the waiting period under the HSR Act, or any other requirements under antitrust, competition, regulatory or trade regulation law applicable to the transactions contemplated by the merger agreement or (B) obtain all approvals of governmental entities necessary for the consummation of the transactions contemplated by merger agreement. \n

\n Risks Relating to Victory and First Eagle \n

\n The pro forma financial information is presented for illustrative purposes only and may not be an indication of Victory’s financial condition or results of operations following the acquisition. \n

\n The unaudited pro forma financial information contained in this proxy statement is presented for illustrative purposes only and may not be an indication of Victory’s financial condition or results of operations following the consummation of the acquisition. The unaudited pro forma financial information has been derived from the historical financial statements of Victory and First Eagle Holdings and certain adjustments and assumptions have been made regarding Victory after giving effect to the acquisition. The information upon which these adjustments and assumptions have been made is preliminary, and these kinds of adjustments and assumptions are difficult to make with complete accuracy. \n

\n In preparing the pro forma financial information contained in this proxy statement, we have given effect to, among other things, the completion of the acquisition, the incurrence of debt financing and the issuance of the consideration shares. However, the unaudited pro forma financial information does not reflect all costs that are expected to be incurred by Victory in connection with the transactions contemplated by the merger agreement. For example, the impact of any incremental costs incurred in integrating First Eagle into Victory is not reflected in the unaudited pro forma financial information. As a result, the actual financial condition and results of operations of Victory following the acquisition may not be consistent with, or evident from, the unaudited pro forma financial information. \n

\n The assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect Victory’s financial condition or results of operations following the acquisition. Victory’s stock price may be adversely affected if Victory’s actual financial condition and results of operations decline from the historical results reflected in the unaudited pro forma financial information contained in this proxy statement. See “Unaudited Pro Forma Combined Financial Information” beginning on page 76 of this proxy statement. \n

\n Victory and First Eagle will be dependent on key personnel and may face challenges in attracting and retaining individuals with specialized skills and experience. \n

\n Victory’s and First Eagle’s success is and, following the acquisition, Victory’s success will be, largely dependent upon the performance and retention of their key personnel, including investment professionals. As competition for highly skilled personnel is intense, any inability to retain key employees of Victory or First Eagle, and to attract additional employees, in particular those who have subject-matter expertise and institutional knowledge and the necessary skills critical to Victory’s operations and the implementation of its strategy, may have a material adverse effect on Victory’s business, prospects, revenues, operating results and financial condition. \n

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\n Subject to the lock-up restrictions contained in the shareholder agreement, all or a material portion of the shares issued as share consideration may be sold following the closing by Genstar or First Eagle employees, which could negatively impact the market price of Victory’s common stock. \n

\n Subject to the terms of the merger agreement, First Eagle Seller will receive shares of Victory common stock representing approximately 4.9% of the shares of Victory common stock issued and outstanding after giving effect to such issuance. First Eagle Seller will also receive shares of Victory Series B convertible preferred stock, together with the shares of Victory common stock it acquires, having an aggregate value of $2 billion based on a per share price of $116.26 as set forth in the merger agreement. As of August 31, 2026, there were 61,894,728 outstanding shares of Victory common stock and 20,036,821 outstanding shares of Victory Series A convertible preferred stock. Assuming the same number of shares of Victory common stock and Victory Series A convertible preferred stock are outstanding as of immediately prior to the closing, and assuming the share issuance proposal is approved, the Victory Series B convertible preferred stock and Victory common stock issued to First Eagle Seller, will in the aggregate represent 17.4% of the outstanding shares of Victory capital stock after giving effect to such issuances. First Eagle Seller, which is majority owned by Genstar with the balance owned by First Eagle employees, may, following the closing, distribute the share consideration to its equity holders, which could result in Genstar owning approximately 14.9% of the outstanding shares of Victory capital stock and First Eagle employees owning in the aggregate approximately 2.5% of the outstanding shares of Victory capital stock, assuming there are 61,894,728 outstanding shares of Victory common stock and 20,036,821 outstanding shares of Victory Series A convertible preferred stock as of immediately prior to the closing. \n

\n Pursuant to the terms of the Genstar shareholder agreement, Victory is required to file a shelf registration statement as promptly as practicable after the closing date to permit a public resale of the Victory common stock held by First Eagle Seller (or, following the distribution, Genstar), the Victory common stock held by First Eagle employees following the distribution and the Victory common stock issuable upon the automatic conversion of the Victory Series B convertible preferred stock held by First Eagle Seller (or, following the distribution, Genstar). \n

\n This means that following the distribution and the effectiveness of the shelf registration statement (or within six months of closing, if sooner), First Eagle employees that received Victory shares in the distribution may freely sell those shares. \n

\n Similarly, following the expiration of the three-year “lock-up” applicable to share consideration held by First Eagle Seller and/or Genstar under the Genstar shareholder agreement described elsewhere in this proxy statement, First Eagle Seller (or, following the distribution, Genstar) may be able to freely sell the Victory shares it received as share consideration. \n

\n Sales of the shares, whether by First Eagle employees or First Eagle Seller (or, following the distribution, Genstar), particularly if sold in substantial amounts or all at once or within a short time period, could cause the market price of Victory common stock to decline or affect Victory’s ability to raise equity capital around the time of such sales. In addition, for so long as First Eagle Seller (or, following the distribution, Genstar) holds a significant number of shares, the possibility that First Eagle Seller (or, following the distribution, Genstar) might sell a substantial number of shares could depress the market price for Victory common stock. See “The Genstar Shareholder Agreement” beginning on page 69 of this proxy statement for a further discussion of the terms of the Genstar shareholder agreement. \n

\n The financial analyses and forecasts considered by Victory and PJT Partners may not be realized, which may adversely affect the market price of Victory common stock following the consummation of the acquisition. \n

\n In performing its financial analyses and rendering its opinion regarding the fairness, from a financial point of view, to Victory of the consideration to be paid by Victory pursuant to the terms of the merger agreement, PJT Partners relied, at the direction of the Victory board, on, among other things, internal forecasts relating to Victory and First Eagle Holdings and cost savings and operating synergies projections each provided to PJT Partners by management of Victory which the Victory board approved for use and reliance by PJT Partners. See “The Transaction — Certain Financial Forecasts.” The forecasts were prepared by, or as directed by, the management of Victory. None of these analyses and forecasts was prepared with a view towards public disclosure or compliance with the published guidelines of the SEC, \n

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\n U.S. GAAP, or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of financial forecasts. These projections are inherently based on various estimates and assumptions that are subject to the judgment of those preparing them. These projections are also subject to significant economic, competitive, industry and other uncertainties and contingencies, all of which are difficult or impossible to predict and many of which are beyond the control of Victory and First Eagle. There can be no assurance that Victory’s or First Eagle’s financial condition or results of operations will be consistent with those set forth in such analyses and forecasts, which could have a material impact on the market price of Victory common stock following the acquisition. \n

\n If the acquisition is consummated, the issuance of new Victory common stock and Victory Series B convertible preferred stock will dilute the ownership position of Victory’s current stockholders and the price of Victory common stock may be affected. \n

\n If the acquisition is consummated, after giving effect to the share issuance, First Eagle Seller is expected to beneficially own (i) shares of Victory common stock representing approximately 4.9% of the shares of Victory common stock issued and outstanding after giving effect to such issuance and (ii) Victory Series B convertible preferred stock that, taken together with the shares of Victory common stock it acquires, and assuming there are 61,894,728 outstanding shares of Victory common stock and 20,036,821 outstanding shares of Victory Series A convertible preferred stock immediately prior to the closing, will represent 17.4% of the outstanding shares of Victory capital stock after giving effect to such issuance. Consequently, Victory’s current stockholders will own a smaller proportion of Victory. While the Victory Series B convertible preferred stock issued to First Eagle Seller will be non-voting, since First Eagle Seller will also be receiving Victory common stock under the terms of the merger agreement, the voting power of Victory’s existing stockholders will be reduced in proportion to the Victory common stock received by First Eagle Seller. In addition, following any automatic conversion of the Victory Series B convertible preferred stock into Victory common stock in accordance with the Convertible Preferred Stock Certificate of Designations, the voting power of Victory’s existing stockholders would be further reduced. As a result of this, existing Victory stockholders will have less influence on Victory’s management and policies following the acquisition and the share issuance than they now have on Victory’s management and policies. See “The Transaction — Victory Series B Convertible Preferred Stock” for a description of the terms of the Victory Series B convertible preferred stock and the terms upon which such shares convert into Victory common stock. \n

\n The issuance of the Victory common stock and the new Victory Series B convertible preferred stock could have the effect of depressing the market price for Victory common stock. The price of Victory common stock may fluctuate significantly following the acquisition and the share issuance, including as a result of factors over which Victory have no control. \n

\n Integrating the businesses of First Eagle into Victory may be more difficult, costly and time-consuming than expected, which may adversely affect Victory’s results and negatively affect the value of Victory common stock following the acquisition. \n

\n Victory and First Eagle historically have operated as independent and distinct companies from each other and will continue to do so until the consummation of the acquisition. Following the consummation of the acquisition, Victory’s management will need to integrate First Eagle’s business into Victory’s business. This integration may be a complex, costly and time-consuming process and Victory’s management may face significant challenges in implementing such integration, many of which may be beyond the control of management, including, without limitation: \n

\n •\n
\n

\n \n difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects; \n

\n •\n
\n

\n \n the possibility of faulty assumptions underlying expectations regarding the integration process; \n

\n •\n
\n

\n \n difficulties in managing a larger organization, addressing differences in business culture and retaining key personnel and clients; \n

\n •\n
\n

\n \n latent impacts resulting from the diversion of Victory’s management teams’ attention from ongoing business concerns as a result of the devotion of management’s attention to the transactions contemplated by the merger agreement; \n

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\n •\n
\n

\n \n ongoing diversion of the attention of management from the operation of the Victory business as a result of integrating First Eagle operations; \n

\n •\n
\n

\n \n unanticipated issues in integrating accounting, information technology, communications programs, financial procedures and operations, and other systems, procedures and policies; \n

\n •\n
\n

\n \n unanticipated changes in applicable laws and regulations; and \n

\n •\n
\n

\n \n unforeseen expenses or delays associated with the transactions contemplated by the merger agreement. \n

\n Some of these factors will be outside of the control of Victory, and any one of them could result in increased costs and diversion of management’s time and energy, as well as decreases in the amount of expected revenue that could materially impact the business, financial conditions and results of operations of Victory. The integration process and other disruptions resulting from the transactions contemplated by the merger agreement may also adversely affect Victory’s relationships with employees, clients and other material business relationships, and difficulties in integrating the First Eagle business could harm the reputation of Victory. \n

\n If Victory is not able to successfully integrate the First Eagle business in an efficient, cost-effective and timely manner, the anticipated benefits and cost savings of the transactions contemplated by the merger agreement may not be realized fully, or at all, or may take longer to realize than expected, and the value of Victory common stock, the revenues, levels of expenses and results of operations may be adversely affected. If Victory is not able to adequately address integration challenges, Victory may be unable to successfully integrate First Eagle’s operations or realize the anticipated benefits of the transactions. \n

\n Other Risk Factors of Victory \n

\n Victory’s businesses are and will be subject to the risks described above. In addition, Victory’s business is, and will continue to be, subject to the business risks described in Victory’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as updated by subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement. As a large diversified investment manager, First Eagle is also subject to many of those identified risks. See “Where You Can Find More Information” for the location of information incorporated by reference into this proxy statement.\n

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\n CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS \n

\n This proxy statement may contain forward-looking statements within the meaning of applicable U.S. federal and non-U.S. securities laws. These forward-looking statements may include, without limitation, statements concerning our current expectations, estimates, assumptions and beliefs concerning future events, conditions, plans, and strategies that are not historical fact. Any statement that is not historical in nature is a forward-looking statement and may be identified by the use of words and phrases such as “target,” “believe,” “expect,” “aim,” “intend,” “may,” “anticipate,” “assume,” “budget,” “continue,” “estimate,” “future,” “objective,” “outlook,” “plan,” “potential,” “predict,” “project,” “will,” “can have,” “likely,” “should,” “would,” “could” and other words and terms of similar meaning or the negative thereof and include, but are not limited to, statements regarding the proposed transaction and the outlook for Victory’s or First Eagle’s future business and financial performance. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond Victory’s and First Eagle’s control and could cause Victory’s and First Eagle’s actual results, performance or achievements to be materially different from the expected results, performance or achievements expressed or implied by such forward-looking statements. Although we believe the expectations reflected in the forward-looking statements are reasonable, we can give no assurance that these expectations will prove to have been correct. Some of these expectations may be based upon assumptions, data or judgments that prove to be incorrect. Actual events, results and outcomes may differ materially from our expectations due to a variety of known and unknown risks, uncertainties and other factors. Although it is not possible to identify all of these risks and factors, they include, among others: \n

\n •\n
\n

\n \n risks and uncertainties relating to the acquisition, including the possibility that the acquisition does not close when expected or at all because conditions to closing are not satisfied on a timely basis or at all; \n

\n •\n
\n

\n \n the possibility that failing to consummate the acquisition could negatively impact Victory’s stock price and future businesses and financial results; \n

\n •\n
\n

\n \n the possibility that Victory may not be able to achieve expected synergies and operating efficiencies in connection with the acquisition within the expected time frames or at all; \n

\n •\n
\n

\n \n the possibility that Victory may not be able to obtain the financing necessary to complete the acquisition, which could delay or prevent completion of the acquisition; \n

\n •\n
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\n \n the possibility that the acquisition may be more expensive to consummate than anticipated, including as a result of unexpected factors or events; \n

\n •\n
\n

\n \n the occurrence of any event, change or other circumstances that could give rise to the termination of the merger agreement; \n

\n •\n
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\n \n the ability of the parties to secure regulatory approvals in a timely manner or on the terms desired or anticipated; \n

\n •\n
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\n \n the ability to implement the anticipated business plans of Victory following closing and achieve anticipated benefits and savings; \n

\n •\n
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\n \n the possibility that the anticipated benefits of the acquisition are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of First Eagle; \n

\n •\n
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\n \n potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or consummation of the acquisition or the share issuance; \n

\n •\n
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\n \n diversion of management’s attention from ongoing business operations and opportunities; \n

\n •\n
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\n \n reductions in AUM based on investment performance, client withdrawals, difficult market conditions and other factors such as the conflicts in Iran, Ukraine, Venezuela, China/Taiwan, and/or the Middle East, a pandemic, tariffs or trade restrictions; \n

\n •\n
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\n \n the nature of our contracts and investment advisory agreements; \n

\n •\n
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\n \n our ability to maintain historical returns and sustain our historical growth; \n

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\n •\n
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\n \n our dependence on third parties to market our strategies and provide products or services for the operation of our business; \n

\n •\n
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\n \n our ability to retain key investment professionals or members of our senior management team; \n

\n •\n
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\n \n our reliance on the technology systems supporting our operations; \n

\n •\n
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\n \n our ability to successfully acquire and integrate new companies; \n

\n •\n
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\n \n risks associated with expected benefits of the First Eagle transaction and the related impact on Victory’s business; \n

\n •\n
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\n \n risks and uncertainties associated with non-U.S. investments; \n

\n •\n
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\n \n our efforts to establish and develop new teams and strategies; \n

\n •\n
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\n \n the ability of our investment teams to identify appropriate investment opportunities; \n

\n •\n
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\n \n our ability to limit employee misconduct; \n

\n •\n
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\n \n our ability to meet the guidelines set by our clients; \n

\n •\n
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\n \n our exposure to potential litigation (including administrative or tax proceedings) or regulatory actions, including with respect to the transactions contemplated by the merger agreement; \n

\n •\n
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\n \n our ability to implement effective information and cyber security policies, procedures and capabilities; \n

\n •\n
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\n \n our substantial indebtedness; \n

\n •\n
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\n \n the potential impairment of our goodwill and intangible assets; \n

\n •\n
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\n \n disruption to the operations of third parties whose functions are integral to our exchange traded fund (“ETF”) platform; \n

\n •\n
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\n \n our determination that we are not required to register as an “investment company” under the Investment Company Act of 1940; \n

\n •\n
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\n \n the fluctuation of our expenses; \n

\n •\n
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\n \n our ability to respond to recent trends in the investment management industry; \n

\n •\n
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\n \n the level of regulation on investment management firms and our ability to respond to regulatory developments; \n

\n •\n
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\n \n the competitiveness of the investment management industry; and \n

\n •\n
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\n \n other uncertainties, as well as those factors discussed in this proxy statement and in Victory’s Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Reports on Form 10-Q for the quarters ended March 31, 2026 and June 30, 2026 under the headings “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors,” and in other documents incorporated by reference in this proxy statement. \n

\n All forward-looking statements contained in this proxy statement speak only as of the date of this proxy statement and all forward-looking statements incorporated by reference into this proxy statement speak only as of the dates such statements were made. Victory expressly disclaims any obligation to release publicly any updates or revisions to these forward-looking statements, whether as a result of new information, future events or otherwise. \n

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\n INFORMATION ABOUT VICTORY, MERGER SUB 1, MERGER SUB 2, FIRST EAGLE SELLER AND FIRST EAGLE \n

\n Victory Capital Holdings, Inc. \n

\n Victory was formed in 2013 and is incorporated in the State of Delaware. Victory is a diversified global asset management firm with total client assets of $360.2 billion, assets under management of $356.5 billion and other assets of $3.7 billion as of August 31, 2026. Victory operates a next-generation business model combining boutique investment qualities with the benefits of an integrated, centralized operating and distribution platform. \n

\n Victory provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors with multiple autonomous Investment Franchises and a Solutions Platform. Victory offers a wide array of investment products, including actively and passively managed mutual funds, rules-based and active exchange traded funds, institutional separate accounts, variable insurance products, alternative investments, private closed end funds, and a 529 Education Savings Plan. Victory’s strategies are also offered through third-party investment products, including mutual funds, third-party ETF model strategies, retail separately managed accounts and unified managed accounts through wrap account programs, Collective Investment Trusts, and undertakings for the collective investment in transferable securities. As of August 31, 2026, Victory’s franchises and solutions platform collectively managed a diversified set of 188 investment strategies for a wide range of institutional and retail clients and direct investors. Victory’s principal executive offices are located at 15935 La Cantera Parkway, San Antonio, Texas 78256 and its phone number is (216) 898-2400. \n

\n Shares of Victory common stock are traded on the Nasdaq Global Select Market under the symbol “VCTR.” \n

\n Additional information about Victory and its subsidiaries is included in documents incorporated by reference into this proxy statement. See “Where You Can Find More Information.” \n

\n Merger Sub 1 \n

\n Merger Sub 2 \n

\n First Eagle Seller \n

\n First Eagle Seller is a Delaware limited partnership and was formed on February 24, 2025 under the name GC Ferry Parent, L.P. First Eagle Seller is majority owned by Genstar, with the balance of First Eagle Seller owned by employees of First Eagle. First Eagle Seller is a holding company with no current substantive operations. First Eagle Seller’s office is located at c/o Genstar Capital Partners LLC, Four Embarcadero Center, Suite 1900, San Francisco, California 94111 and its phone number is 415-834-2350. \n

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\n Genstar \n

\n First Eagle \n

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\n SPECIAL MEETING \n

\n General \n

\n This proxy statement is being provided to Victory stockholders as part of a solicitation of proxies by the Victory board for use at the special meeting and at any adjournments or postponements of such special meeting. This proxy statement provides Victory stockholders with important information about the special meeting and should be read carefully in its entirety. \n

\n Date, Time and Place of the Special Meeting \n

\n The special meeting will be held on [ ], 2026 at [ ] a.m. Eastern Time. You will be able to attend the special meeting via the Internet and vote your shares electronically during the special meeting by visiting: \n

\n [www. ] \n

\n Purposes of the Special Meeting \n

\n The special meeting is being held to consider and vote upon the following proposals: \n

\n •\n
\n

\n \n Proposal 1. to approve, in connection with Victory’s proposed acquisition of First Eagle from First Eagle Seller, the issuance to First Eagle Seller pursuant to the terms and subject to the conditions of the merger agreement, of (a) a number of newly issued shares of Victory common stock, representing 4.9% of the number of issued and outstanding shares of Victory common stock, after giving effect to that issuance, and (b) a number of newly issued shares of a new series of Victory Series B convertible preferred stock and which, together with the shares of Victory common stock issued to First Eagle Seller, will have an aggregate value of $2 billion based on a per share price of $116.26 as set forth in the merger agreement (such issuances of Victory common stock and Victory Series B convertible preferred stock collectively, the “share issuance” and such proposal, the “share issuance proposal”); and \n

\n •\n
\n

\n \n Proposal 2. to approve the adjournment of the special meeting, whether or not a quorum is present, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to approve the share issuance proposal (the “adjournment proposal”). \n

\n Recommendation of the Victory board \n

\n Victory’s board of directors, by unanimous vote, recommends that Victory stockholders vote: \n

\n •\n
\n

\n \n Proposal 1: “FOR” the approval of the share issuance proposal; and \n

\n •\n
\n

\n \n Proposal 2: “FOR” the approval of the adjournment proposal. \n

\n The Victory board, by unanimous vote, (1) declared it advisable to enter into the merger agreement, (2) determined that the merger agreement, the acquisition and the other transactions contemplated by the merger agreement, including the share issuance and the terms of the Genstar shareholder agreement are fair and in the best interests of Victory and its stockholders, (3) approved the merger agreement, the Genstar shareholder agreement, the Convertible Preferred Stock Certificate of Designations, the Perpetual Preferred Stock Certificate of Designations and the transactions contemplated by the merger agreement and (4) determined to recommend that Victory stockholders vote to approve and adopt the share issuance proposal. \n

\n This proxy statement contains important information regarding these proposals and factors that Victory stockholders should consider when deciding how to cast their votes. Victory stockholders are encouraged to read the entire proxy statement carefully, including the annexes to and documents incorporated by reference into this proxy statement, for more detailed information regarding the merger agreement and the transactions contemplated by the merger agreement. \n

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\n Attendance at the Special Meeting \n

\n Only Victory stockholders of record as of the close of business on the record date, beneficial owners as of the close of business on the record date, holders of valid proxies for the special meeting and invited guests of Victory may attend the special meeting virtually. \n

\n Record Date \n

\n The record date for the determination of stockholders entitled to notice of and to vote at the special meeting is [ ] 2026. Only Victory stockholders who held shares of record at the close of business on [ ] 2026 are entitled to vote at the special meeting and any adjournment or postponement of the special meeting, so long as such shares remain outstanding on the date of the special meeting. \n

\n Outstanding Shares as of Record Date \n

\n As of the close of business on the record date, there were [ ] shares of Victory common stock outstanding, held by [ ] holders of record. Each share of Victory common stock entitles its holder of record to one vote at the special meeting. The Victory common stock is the only class of stock entitled to vote at the special meeting, and holders of Victory common stock are entitled to vote on each proposal presented. \n

\n A list of the stockholders of record entitled to vote at the special meeting will be available for inspection upon request of any stockholder for a purpose germane to the meeting during ordinary business hours at our principal executive offices located at 15935 La Cantera Parkway, San Antonio, TX 78256, during the 10 days prior to the special meeting. To make arrangements to view the list prior to the special meeting, stockholders should contact our Investor Relations department at (210) 694-9658 or ir@vcm.com. \n

\n Shares and Voting of Victory Directors, Executive Officers, and Significant Shareholders \n

\n As of the close of business on the record date, approximately [ ]% of the outstanding shares of Victory common stock were held by Victory directors and executive officers and their affiliates. In addition, as of the close of business on the record date, approximately [ ]% of the outstanding shares of Victory common stock were held by Crestview and Amundi. We currently expect that Victory directors and executive officers, Crestview and Amundi will vote their shares of Victory common stock in favor of the above-listed proposals. \n

\n Quorum \n

\n In order for business to be conducted at the special meeting, a quorum must be present. A quorum requires the presence of holders of a majority of the voting power of the issued and outstanding shares of Victory common stock entitled to vote at the special meeting. For purposes of determining whether there is a quorum, all shares that are present, including abstentions and broker non-votes, will count towards the quorum. Broker non-votes occur when a beneficial owner holding shares in “street name” does not instruct the broker, bank or other nominee that is the record owner of such stockholder’s shares on how to vote those shares on a particular proposal. \n

\n Vote Required \n

\n The votes required for each proposal are as follows: \n

\n Proposal 1 — the Share Issuance Proposal. The affirmative vote of the holders of a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting is required to approve the share issuance proposal. Abstentions will have the same effect as a vote “against” the share issuance proposal. Broker non-votes (if any) will have no effect on the outcome of the share issuance proposal. \n

\n Proposal 2 — the Adjournment Proposal. The affirmative vote of the holders of a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting is required to approve the adjournment proposal. Abstentions will have the same effect as a vote \n

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\n “against” the adjournment proposal. Broker non-votes (if any) will have no effect on the outcome of the adjournment proposal. \n

\n How to Vote \n

\n We will be hosting a completely virtual special meeting which will be conducted live via webcast. Any stockholder can attend the special meeting via the Internet at [www. ]. If you were a stockholder as of the record date, or you hold a valid proxy for the special meeting, you can vote at the special meeting. A summary of the information you need to attend the special meeting online is provided below: \n

\n •\n
\n

\n \n Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at [www. ]. \n

\n •\n
\n

\n \n Meeting starts at [ ] a.m. Eastern Time. \n

\n •\n
\n

\n \n Stockholders may vote while attending the special meeting via the Internet. \n

\n Proxies and Revocation \n

\n If you are a stockholder of record you may change your vote or revoke a proxy at any time prior to the special meeting by submitting a written notice of revocation or a proxy bearing a later date to Victory’s Corporate Secretary no later than the deadline specified on the notice or proxy card or by voting via the Internet during the special meeting. If you are the beneficial owner of shares held in street name, you may change your vote or revoke a proxy in accordance with the instructions provided by the institution through which you hold your shares. \n

\n Solicitation of Proxies \n

\n Victory will pay for the proxy solicitation costs related to the special meeting. In addition to sending and making available these materials, some of Victory’s directors, officers and other employees may solicit proxies by contacting Victory stockholders by telephone, by mail, by email or in person. Victory stockholders may also be solicited by press releases issued by Victory, postings on Victory’s website and advertisements in periodicals. None of Victory’s directors, officers or employees will receive any extra compensation for their solicitation services. Victory has also retained MacKenzie Partners, Inc. to assist in the solicitation of proxies for an estimated fee of approximately $20,000, subject to increase as mutually agreed by the parties under certain circumstances, plus reasonable out-of-pocket expenses. Victory will also reimburse brokers, banks and other nominees for their expenses in sending proxy solicitation materials to the beneficial owners of Victory common stock and obtaining their proxies. \n

\n Adjournments \n

\n The special meeting may be adjourned in the absence of a quorum by the affirmative vote of a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting. \n

\n Even if a quorum is present, the special meeting could be adjourned in order to provide more time to solicit additional proxies in favor of approval of the share issuance proposal if a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting are cast in favor of the adjournment proposal. If after the adjournment a new record date is set for the adjourned meeting, a notice of the adjourned meeting must be given to each Victory stockholder of record entitled to vote at the special meeting. \n

\n Other Matters \n

\n At this time, Victory knows of no other matters to be submitted at the special meeting. \n

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\n Questions and Additional Information \n

\n Victory stockholders may contact Victory’s proxy solicitor, MacKenzie Partners, Inc., with any questions about the proposals or how to vote or to request additional copies of this proxy statement at: \n

\n MacKenzie Partners, Inc.\n
\n 7 Penn Plaza \n
\n New York, New York 10001 \n
\n Shareholders May Call Toll-Free: (800) 322-2885\n

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\n THE TRANSACTION \n

\n This section of the proxy statement describes the material aspects of the transactions contemplated by the merger agreement. This section may not contain all of the information that is important to you. You should carefully read this entire proxy statement and the documents incorporated by reference into this proxy statement, including the full text of the merger agreement, a copy of which is attached to this proxy statement as Annex A and incorporated by reference herein, for a more complete understanding of the acquisition, the share issuance and the other transactions related thereto. In addition, important business and financial information about each of Victory and First Eagle Holdings, Inc. (“First Eagle Holdings”) is included in or incorporated by reference into this proxy statement and is included in the annexes hereto. See also “Where You Can Find More Information.” \n

\n Transaction Structure \n

\n On August 25, 2026, Victory entered into the merger agreement with Merger Sub 1, Merger Sub 2, First Eagle Seller and First Eagle, pursuant to which, upon the terms and subject to the conditions set forth therein, Merger Sub 1 will merge with and into First Eagle, with First Eagle surviving, followed by First Eagle merging with and into Merger Sub 2, with Merger Sub 2 surviving (collectively, the “acquisition”). The acquisition will result in First Eagle becoming a wholly owned subsidiary of Victory. \n

\n Consideration \n

\n At the closing, as consideration for the transactions contemplated by the merger agreement, Victory will pay and/or issue, as applicable, to First Eagle Seller a combination of (a) cash, (b) newly issued shares of Victory common stock, representing 4.9% of the number of issued and outstanding shares of Victory common stock, after giving effect to that issuance, and (c) newly issued shares of Victory Series B convertible preferred stock. However, if the share issuance proposal is not approved at the special meeting, a portion of the share consideration will be in the form of newly issued shares of perpetual preferred stock, as described herein. The base purchase price for the acquisition is $7.03 billion (subject to adjustment as contemplated in the merger agreement, including a reduction for the amount of First Eagle’s funded debt and other debt-like items), of which the share consideration component has an aggregate value of $2 billion. The number of shares of Victory common stock to be issued to First Eagle Seller will be equal to 4.9% of the number of shares of Victory common stock after giving effect to such issuance and based on the Victory common stock outstanding as of the close of business on the second business day prior to the closing date, with such Victory common stock valued at $116.26 per share as set forth in the merger agreement. Assuming the share issuance proposal is approved, the remaining balance of the $2 billion share consideration will be issued in shares of Victory Series B convertible preferred stock, valued at $116.26 per share as set forth in the merger agreement. As of August 31, 2026, there were 61,894,728 outstanding shares of Victory common stock and 20,036,821 outstanding shares of Victory Series A convertible preferred stock immediately prior to the closing, the Victory Series B convertible preferred stock and Victory common stock issued to First Eagle Seller will in the aggregate represent 17.4% of the outstanding shares of Victory capital stock (including all series of common and preferred stock) after giving effect to such issuances, of which First Eagle Seller will hold Victory common stock representing 4.9% of the outstanding voting power. The purchase price is also subject to adjustment if First Eagle Seller does not obtain First Eagle client consents representing revenues from clients equal to at least 92.5% of the Base Revenue Run-Rate. The calculation of the revenue run-rate of First Eagle consenting clients does not take into account market changes between signing of the merger agreement and the closing but does take into account net flows. First Eagle Seller is required to deliver First Eagle client consents representing at least 75% of the Base Revenue Run-Rate as a condition to closing. The purchase price is also subject to a customary post-closing adjustment as well as monthly true-up payments in respect of First Eagle client consents obtained in the one-year period following the closing. Under the terms of the merger agreement, at least 40% of the aggregate merger consideration must be paid in share consideration. \n

\n Based on [ ] outstanding shares of Victory common stock as of the record date, upon consummation of the acquisition and after giving effect to the share issuance, First Eagle Seller would hold approximately (i) [ ] shares of Victory common stock and (ii) [ ] shares of Victory Series B convertible preferred stock. \n

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\n In order to accommodate the issuance of Victory common stock and Victory Series B convertible preferred stock, Victory is proposing that Victory stockholders approve the share issuance proposal. For more information regarding the share issuance proposal, see section entitled “Proposal 1: Issuance of Shares Pursuant to the Acquisition”. \n

\n Victory Series B Convertible Preferred Stock \n

\n The Victory Series B convertible preferred stock will have the following terms, among others: \n

\n •\n
\n

\n \n the Victory Series B convertible preferred stock will not have any voting rights, except as may be required by applicable law and in respect of the consent rights described below in the final bullet point; \n

\n •\n
\n

\n \n the Victory Series B convertible preferred stock will not be convertible to shares of Victory common stock at the option of the holder; however, the shares of Victory Series B convertible preferred stock will automatically convert into shares of Victory common stock if transferred by the holder to a transferee in accordance with the Genstar shareholder agreement that is not an affiliate of the holder or if the transferee is Victory; and \n

\n •\n
\n

\n \n the consent of the holders of a majority of the outstanding shares of Victory Series B convertible preferred stock will be required to (i) amend or modify the Convertible Preferred Stock Certificate of Designations, (ii) amend or modify any provision of Victory’s constituent documents in a manner that would have a significant and adverse effect on the rights, preferences or privileges of the Victory Series B convertible preferred stock (provided that the creation, authorization or issuance of any new class or series of capital stock of Victory or the increase in the number of authorized shares of any class or series of capital stock of Victory other than the Victory Series B convertible preferred stock will not be deemed “significant and adverse”), (iii) subject to certain exceptions, issue additional shares of Victory Series B convertible preferred stock, or (iv) enter into any agreement or commitment to do any of the foregoing. \n

\n If the share issuance proposal is not approved by the holders of a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting, the share consideration described above would be adjusted such that the shares of Victory common stock and Victory Series B convertible preferred stock issued to First Eagle Seller will not exceed (on an as-converted basis) 19.9% of the total outstanding Victory common stock as of the close of business on the second business day immediately preceding the closing date and First Eagle Seller will instead receive the balance of the share consideration in newly issued shares of Victory perpetual preferred stock. Pursuant to the terms of the merger agreement, Victory has the right to reduce the number of shares of Victory perpetual preferred stock issued to First Eagle Seller and instead proportionally increase the amount of cash consideration, subject to certain limitations. For a further description of the terms of the Victory perpetual preferred stock, See “Transaction — Victory Perpetual Preferred Stock.” \n

\n Background of the Acquisition \n

\n As part of the ongoing evaluation of its business, the Victory board and senior management regularly review and assess Victory’s operations, performance, strategic direction, opportunities and risks considering current business and economic conditions and developments in the asset management industry. As part of \n

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\n Victory’s ongoing process, these reviews have included discussions exploring long-term strategic plans and various strategic opportunities available to Victory in seeking to enhance stockholder value. \n

\n Victory has historically sought to enhance its growth through strategic acquisitions, seeking to acquire investment management firms that would add high-quality investment teams, enhance Victory’s growth and financial profile, improve Victory’s diversification by asset class and investment capability, and expand and enhance Victory’s distribution capabilities. Since Victory’s management-led buyout with Crestview from KeyCorp in 2013, Victory has closed eight acquisitions, including its most recent acquisition of Pioneer in 2025 from Amundi. Victory regularly evaluates potential acquisition candidates and maintains a strong network of industry participants and advisors who suggest opportunities to establish potential target relationships and source transactions. \n

\n In May of 2026, David C. Brown, Chief Executive Officer and Chairman of the Board of Victory, had an informal meeting with a representative of an investment bank in which they discussed market trends and a number of potential acquisition opportunities that might be of interest to Victory, including the acquisition of First Eagle, which is controlled by Genstar. Mr. Brown knew the Genstar principals responsible for the First Eagle investment, and following the meeting, he contacted Tony Salewski, managing partner at Genstar, to arrange an initial meeting. \n

\n During late May 2026, Victory selected PJT Partners to serve as primary financial advisor in connection with a potential transaction involving First Eagle. \n

\n On June 1, 2026, Mr. Brown had an initial in-person meeting with Mr. Salewski and other representatives of Genstar to discuss the possibility of a potential acquisition of First Eagle by Victory. The in-person meeting was followed by an informal dinner where discussions continued. \n

\n On June 9, 2026, Mr. Brown and Mehdi Mahmud, President and Chief Executive Officer of First Eagle, were both attending a conference in Paris and met in-person to discuss a potential acquisition of First Eagle by Victory. At the meeting, both Mr. Brown and Mr. Mahmud discussed at a high level each of their respective businesses and the prospects for combining their respective businesses. Following the meeting, Mr. Brown and Mr. Mahmud agreed to continue discussions regarding a potential transaction. \n

\n On June 9, 2026, Victory and Genstar executed a non-disclosure agreement to facilitate further discussions and the sharing of information. Following execution of the non-disclosure agreement, Victory received additional preliminary diligence materials and First Eagle projections. \n

\n On June 15, 2026, representatives of Victory, First Eagle and Genstar held a videoconference call where the parties discussed potential terms of an acquisition by Victory of First Eagle, including structure, preliminary views on valuation and other transaction terms. \n

\n On June 22, 2026, Mr. Brown, Mr. Salewski and other representatives of Victory and Genstar met in-person to discuss potential terms of a transaction, which was subsequently followed by an informal dinner where discussions continued. The parties discussed, among other things, potential valuation, transaction structure (including composition of cash and equity that would serve as consideration), financing, potential rights that Genstar would have as a significant equity owner of Victory following a transaction, the strategic direction of Victory and First Eagle, and key areas of diligence, including the timeline to begin discussions with First Eagle’s investment professionals. \n

\n On June 26, 2026, Victory sent an initial non-binding term sheet to Genstar setting forth Victory’s preliminary views on valuation, transaction structure and governance, along with a key diligence request list. The initial non-binding term sheet implied an enterprise value of First Eagle of $7 billion based on First Eagle’s projections and Victory’s then-current common stock price, payable (i) in an amount of cash corresponding to a desired pro-forma leverage ratio for Victory, (ii) shares of Victory common stock representing 4.9% of the outstanding Victory common stock after giving effect to the issuance at closing, (iii) non-voting convertible preferred stock (having terms substantially similar to the Victory Series A convertible preferred stock previously issued to Amundi in connection with the Pioneer acquisition), which together with the Victory common stock proposed to be issued to Genstar, would represent a minimum of 16.6% aggregate ownership by Genstar and First Eagle employees in Victory on a fully diluted basis, and (iv) any remaining consideration payable in cash, perpetual preferred stock or additional non-voting \n

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\n convertible preferred stock, at the election of Victory. In addition, the initial non-binding term sheet provided that Victory shareholder approval of the issuance of the Victory common stock and non-voting convertible preferred stock would be a condition to closing. The next day, representatives of Victory and Genstar had a call to discuss the term sheet. \n

\n On June 29, 2026, Genstar sent a revised term sheet to Victory, which ascribed a $7.03 billion enterprise value to First Eagle, payable in (i) an amount of cash corresponding to a desired pro-forma leverage ratio for Victory, (ii) a mix of Victory common stock and non-voting convertible preferred stock capped at 19.99% of Victory’s pre-transaction outstanding common stock, which would have the effect of no longer requiring stockholder approval for the share issuance, and (iii) perpetual preferred stock issued by Victory for the remaining consideration. In addition, the revised term sheet proposed a net working capital methodology (including proposed treatment for certain liabilities and seed capital), treatment of First Eagle’s existing senior notes and proposed terms of the perpetual preferred stock. \n

\n Over the next few weeks, representatives of Victory and Genstar, along with their counsels, Willkie Farr & Gallagher LLP (“Willkie”) and Ropes & Gray LLP (“Ropes”), respectively, exchanged drafts of the term sheet and the principals held numerous calls to discuss various terms, including with respect to (i) enterprise value, (ii) the methodology for determination of the value of the stock component of the consideration, (iii) inclusion of a purchase price adjustment if First Eagle consenting clients were below an agreed threshold, (iv) treatment of certain compensation-related liabilities and seed capital in the determination of working capital, and (v) the terms of any perpetual preferred stock that may be issued, including interest rate, redemption features and consent rights associated with the security. As part of the discussions, representatives of Victory also expressed their view that Genstar, as an equityholder of Victory following the transaction, should not have governance rights in excess of what Amundi received in connection with Victory’s acquisition of Pioneer (in which Amundi received the right to nominate two directors to Victory’s board of directors and certain consent rights over actions taken by Victory) and should otherwise be subject to substantially the same obligations that Amundi agreed to with respect to its equity holdings, including with respect to lock-up and standstill-related obligations. In particular, Victory emphasized that the terms of the non-voting convertible preferred stock contemplated to be issued to Genstar should generally mirror the terms of the Victory Series A convertible preferred stock previously issued to Amundi, including with respect to consent rights, and that Genstar’s board nomination rights should be limited to two seats. As part of the discussions, Genstar expressed its strong desire to limit conditionality to closing to ensure that, other than in respect of customary closing conditions, the closing would occur once a transaction were announced, including by removing Victory’s proposal that shareholder approval for the contemplated share issuance would be a condition to closing, to fix the enterprise value ascribed to First Eagle, and to establish certainty of proceeds at closing by initially seeking to remove any purchase price adjustment for non-consenting clients. \n

\n During these discussions, management regularly met with members of the Victory board to discuss various aspects of the potential transaction, and on July 13, 2026, the Victory board held a special meeting by videoconference, with Victory’s senior management and representatives of PJT Partners and Willkie in attendance. At the meeting, the Victory board discussed with senior management the key transaction terms being considered and management provided a financial and strategic analysis of the proposed transaction. \n

\n Over the course of the next few days, the parties resolved a number of the open points in the term sheet, including (i) an enterprise value of $7.03 billion ascribed to First Eagle, (ii) inclusion of a purchase price adjustment for non-consenting clients, (iii) the material terms of Genstar’s governance rights, (iv) the working capital methodology and (v) the main terms of the Victory perpetual preferred stock that might be issued in connection with the transaction. The parties agreed that in lieu of a closing condition, if the requisite shareholder approval was not obtained for the contemplated issuance of Victory common stock and Victory Series B convertible preferred stock, the Victory common stock and Victory Series B convertible preferred stock issuable by Victory would be subject to a cap of 19.9% of Victory’s pre-transaction outstanding common stock, and Victory would issue the balance of the non-cash consideration in Victory perpetual preferred stock. \n

\n On July 16, 2026, the parties finalized the principal terms of the term sheet, and subsequently proceeded to conduct more extensive due diligence. Over the course of July and August 2026, members of Victory \n

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\n management, First Eagle management and various respective advisors participated in a number of diligence sessions, covering, among other things, product, investment, distribution, finance, accounting, human resources, marketing and legal matters. During this period, Victory also met in-person with First Eagle investment professionals. \n

\n During the period between late July and early August, 2026, Victory selected its lead lenders in connection with the debt financing contemplated to be incurred in connection with the proposed transaction. \n

\n On July 22, 2026, the Victory board held a regularly scheduled meeting by videoconference, with Victory’s senior management in attendance. At the meeting, management provided an update on the transaction, discussed the investment platform and presented an updated summary of the key transaction terms. \n

\n While due diligence was being conducted and debt financing terms were being discussed, Willkie and Ropes prepared drafts of the transaction documentation. On July 31, 2026, Ropes circulated an initial draft of the merger agreement to Willkie. In early August 2026, Willkie sent initial drafts of the Genstar shareholder agreement, the Convertible Preferred Stock Certificate of Designations and the Perpetual Preferred Stock Certificate of Designations to Ropes. From that time through August 25, 2026, the parties, together with their respective financial and legal advisors, exchanged drafts of the merger agreement, Genstar shareholder agreement, Convertible Preferred Stock Certificate of Designations and Perpetual Preferred Stock Certificate of Designations and other transaction documents. They held several videoconference calls to discuss open issues, including the allocation of transaction costs and other liabilities, required regulatory approvals and efforts to obtain approvals, scope of interim operating covenants and terms associated with the Victory perpetual preferred stock. During that time, Victory also continued to conduct confirmatory due diligence and finalize debt financing terms with its prospective lenders. \n

\n On August 14, 2026, the Victory board held a special meeting by videoconference, with Victory’s senior management and representatives of PJT Partners and Willkie in attendance. Management presented an updated summary of the key transaction terms. Representatives of PJT Partners then reviewed with the Victory board its preliminary and illustrative financial analysis of the proposed transaction. \n

\n The parties, together with their respective financial and legal advisors, continued to discuss and resolve open issues. On August 21, 2026, the Victory board held a special meeting by videoconference, with Victory’s senior management and representatives of PJT Partners and Willkie in attendance. At the meeting, the Victory board discussed with senior management the key updated transaction terms and an updated financial analysis of the proposed transaction. \n

\n On August 20, 2026, August 21, 2026 and August 23, 2026, the parties, together with their respective financial and legal advisors, held calls to continue to finalize terms of the various transaction documents. Terms that were discussed and agreed included allocation of certain severance and compensation liabilities, the holdback amount to satisfy working capital adjustments, the allocation of certain fees and expenses, required efforts to obtain regulatory approvals, Genstar’s post-closing governance and board nomination rights (including step down to one director if ownership decreased), transfer restrictions applicable to Genstar’s equity holdings in Victory, scope of registration rights and Genstar’s enhanced consent rights associated with the Victory perpetual preferred stock if the security remained outstanding after the fourth anniversary of closing. At the August 23, 2026 meeting, the parties also discussed and determined the methodology to value the share consideration component of the merger consideration, utilizing a 10-day VWAP of the Victory common stock with the last day of the measurement period to be the close of business on August 24, 2026. Following these discussions, representatives of Genstar, First Eagle and Victory, together with their advisors, continued to finalize the transaction documents and memorialize resolution of the various open points. During this period, Victory and its prospective lenders, together with their respective advisors, negotiated and finalized debt commitment terms and Victory completed its due diligence of First Eagle. \n

\n On August 25, 2026, after the close of business, the Victory board held a special meeting by videoconference, with Victory’s senior management and representatives of PJT Partners and Willkie in attendance. Management presented an updated summary of the key transaction terms. At the request of the Victory board, the representatives of PJT Partners reviewed its financial analyses in connection with the \n

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\n proposed transaction. At the request of the Victory board, representatives of PJT Partners then rendered its oral opinion to the Victory board (which was subsequently confirmed in writing) that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the consideration to be paid by Victory for the shares of First Eagle in the acquisition (as further described in PJT Partners’ opinion) was fair to Victory from a financial point of view. The full text of PJT Partners’ written opinion, which describes, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion, is attached as Annex C to this proxy statement. For a detailed discussion of PJT Partners’ opinion, please see below under “— Opinion of PJT Partners LP (Financial Advisor to Victory).” The Victory board then proceeded to unanimously approve the terms of the merger agreement, the Genstar shareholder agreement, the Convertible Preferred Stock Certificate of Designations, the Perpetual Preferred Stock Certificate of Designations, the debt commitment letter and the other transaction documents, and the transactions contemplated thereby, and declared them advisable and in the best interests of Victory. \n

\n On August 26, 2026, before market open, Victory publicly announced the execution of definitive documents. \n

\n Recommendation of the Victory Board and Reasons of the Victory Board for the Acquisition \n

\n After careful consideration, the Victory board unanimously determined that the terms of the merger agreement, the Genstar shareholder agreement, the Convertible Preferred Stock Certificate of Designations, the Perpetual Preferred Stock Certificate of Designations and the transactions contemplated by the merger agreement, including the acquisition and the share issuance, are advisable, fair and in the best interests of Victory and its stockholders. Accordingly, based on its evaluation, the Victory board recommends that Victory stockholders vote “FOR” the share issuance proposal and “FOR” the adjournment proposal. \n

\n In reaching its determination and to recommend that Victory stockholders vote “FOR” the foregoing proposals, the Victory board consulted and received advice from Victory’s external financial and legal advisers and from Victory’s management and considered a number of factors, including the following material factors: \n

\n •\n
\n

\n \n that the transactions contemplated by the merger agreement would broaden Victory’s investment offerings with the addition of new and complementary investment capabilities, including a scaled CLO and alternative credit platform; \n

\n •\n
\n

\n \n that the transactions contemplated by the merger agreement would result in a materially larger distribution platform across channels and expand client base across registered investment advisors, high net-worth individuals, financial advisors and institutional clients; \n

\n •\n
\n

\n \n that the transactions contemplated by the merger agreement are expected to achieve near-term cost synergies, including through a reduction of operating expenses; \n

\n •\n
\n

\n \n anticipated earnings per share accretion following the consummation of the transactions contemplated by the merger agreement;\n

\n •\n
\n

\n \n the Victory board and management’s understanding of First Eagle’s existing relationship with Amundi and Amundi’s distribution of First Eagle’s products outside the U.S.; \n

\n •\n
\n

\n \n the Victory board and management’s understanding of First Eagle’s business and operations, and its current and historical results of operations, financial prospects and conditions; \n

\n •\n
\n

\n \n the Victory board’s understanding of the current and prospective competitive space in the asset management industry; \n

\n •\n
\n

\n \n the financial presentation of PJT Partners and its oral opinion rendered to the Victory board on August 25, 2026, subsequently confirmed by delivery of its written opinion dated August 25, 2026 that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein), the consideration to be \n

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\n paid by Victory for the shares of First Eagle in the acquisition (as further described in PJT Partners’ opinion) was fair to Victory from a financial point of view, as more fully described in the section titled “The Transaction — Opinion of PJT Partners LP (Financial Advisor to Victory)” beginning on page 46. \n

\n •\n
\n

\n \n the terms and conditions of the transactions contemplated by the merger agreement, including: \n

\n •\n
\n

\n \n that share consideration under the merger agreement was based on a favorable per share price that reflected Victory’s recent trading price during the short period leading up to the signing of the merger agreement; \n

\n •\n
\n

\n \n the terms of the Genstar shareholder agreement, including the “standstill” and transfer restrictions included therein and the governance and consent rights afforded to First Eagle Seller and/or Genstar thereunder; \n

\n •\n
\n

\n \n the customary nature of the representations, warranties, and covenants of First Eagle in the merger agreement; \n

\n •\n
\n

\n \n Victory board’s overall belief that the terms of the merger agreement were in the best interest of Victory and its stockholders; and \n

\n •\n
\n

\n \n the likelihood that the acquisition would be consummated, including after consideration of the risks related to certain conditions and regulatory approvals which will be required to consummate the acquisition. \n

\n In the course of its deliberations, the Victory board also considered a variety of risks and other potentially negative factors related to the transactions contemplated by the merger agreement, including the following material factors: \n

\n •\n
\n

\n \n the possibility of encountering difficulties in achieving, or failing to achieve, anticipated synergies in the amounts estimated or in the time frame contemplated; \n

\n •\n
\n

\n \n that the issuance of the share consideration to First Eagle Seller will dilute current Victory stockholders; \n

\n •\n
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\n \n that the share consideration is fixed at a per share price determined as of signing, and consequently, will not take into account changes in market value of Victory’s stock price from signing to the closing; \n

\n •\n
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\n \n that the acquisition of First Eagle will subject Victory to liabilities that exist at First Eagle, some of which may not have been identified as part of due diligence; \n

\n •\n
\n

\n \n that Victory will incur significant transaction-related costs in connection with the transaction; \n

\n •\n
\n

\n \n the diversion of management attention and resources from the operation of Victory’s business towards the consummation of the transactions contemplated by the merger agreement; \n

\n •\n
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\n \n the potential difficulties in retaining client assets and key personnel; \n

\n •\n
\n

\n \n the possibility that Victory will be unable to obtain the debt financing from the lenders under the debt commitment letter, including as a result of the failure of conditions in the debt commitment letter; \n

\n •\n
\n

\n \n the risk that Victory may not receive all of the anticipated benefits from transactions contemplated under the merger agreement; and \n

\n •\n
\n

\n \n the risk that the acquisition could be delayed or not completed, or that the merger agreement could be terminated, either of which could negatively impact the price of Victory common stock and Victory’s future business and operations. \n

\n The Victory board considered all of these factors and concluded that the uncertainties, risks and potential negative factors relevant to the transactions contemplated by the merger agreement were outweighed by the potential benefits that it expected would be achieved as a result of the transactions contemplated by the merger agreement. \n

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\n The foregoing discussion of the factors considered by the Victory board is not intended to be exhaustive, but rather includes the material factors considered. In reaching its decision that it is advisable and in the best interests of Victory and its stockholders to consummate the transactions contemplated by the merger agreement, including the share issuance, and recommend that Victory stockholders vote “FOR” the proposals described in this proxy statement, the Victory board did not quantify, rank or otherwise assign relative weights to the factors considered and individual members of the Victory board may have given different weight to different factors. The Victory board based its decision on the totality of the information presented. \n

\n Certain Financial Forecasts \n

\n Victory Projections \n

\n Victory’s management does not, as a matter of course, publish public forecasts or projections as to its future financial performance due to the unpredictability, particularly in the case of long-term projections, of the underlying assumptions and estimates and uncertainty inherent in Victory’s business. \n

\n However, in connection with the evaluation of the proposed transaction, Victory’s management prepared certain prospective financial information of Victory for the remainder of fiscal year 2026 and fiscal years 2027 through 2030 (which we collectively refer to as the “Victory Projections”). Such financial projections were prepared as of August 2026 on a standalone basis without giving effect to the proposed transaction or any Synergy Estimates (as defined below). The Victory Projections were provided to the Victory board in connection with its evaluation of the proposed transaction and were also provided to PJT Partners, at the direction of the Victory board for PJT Partners’ use. The Victory board approved use and reliance of the Victory Projections by PJT Partners in connection with its financial analyses and opinion, as described in more detail in the section of this document titled “The Transaction — Opinion of PJT Partners LP (Financial Advisor to Victory)” beginning on page 46. \n

\n The Victory Projections were developed from historical financial statements and reflect numerous assumptions and estimates that Victory’s management made at the time such financial projections were prepared, including, without limitation, as to industry performance, general business, economic, regulatory, market and financial conditions and other future events, and other factors described below in “— General.” These assumptions and estimates are predictions about the future, concern matters that may be beyond the control of Victory, were made as of the date the Victory Projections were prepared, and may not be reflective of actual results, since the date such projections were prepared, now or in the future, in light of changed circumstances, economic conditions, or other developments. \n

\n The following table presents a summary of the Victory Projections, which were prepared in August 2026 based on the assumptions and considerations described herein: \n

\n \n (dollars in millions) \n \n	\n \n FY 2026E \n \n			\n \n FY 2027E \n \n	\n \n FY 2028E \n \n			\n \n FY 2029E \n \n	\n \n FY 2030E \n \n
\n \n Total Revenue\n \n		$	1,637			$	1,744			$	1,840	$	1,942	$	2,051
\n \n Unlevered Free Cash Flow(1)\n \n		$	320			$	697			$	695	$	732	$	772
\n \n Adjusted Net Income w/ Tax Benefit(2)\n \n		$	651			$	680			$	682	$	720	$	754
\n \n Adjusted EBITDA(3)\n \n		$	869			$	920			$	920	$	971	$	1,026

\n (1)\n
\n

\n \n Unlevered free cash flow is not defined by U.S. GAAP and should not be regarded as an alternative to any measurement under U.S. GAAP. Adjustments made to Adjusted EBITDA to calculate unlevered free cash flow are capital expenditures and changes in working capital. As presented above, 2026E unlevered free cash flow represents only the cash flows expected to occur in H2 2026E. \n

\n (2)\n
\n

\n \n Adjusted Net Income is not defined by U.S. GAAP and should not be regarded as an alternative to any measurement under U.S. GAAP. Adjustments made to U.S. GAAP net income to calculate Adjusted Net Income (with tax benefit), as applicable, are adding back other business taxes; adding back amortization expense on acquisition-related intangible assets; adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management- led buyout and various acquisitions and as a result of any equity grants related to the Victory’s initial public offering; adding back direct incremental costs of acquisitions, including restructuring costs; \n

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\n adding back debt issuance cost expense; subtracting an estimate of income tax expense applied to the sum of the adjustments above and adding the tax benefit of goodwill and acquired intangible assets. \n

\n (3)\n
\n

\n \n Adjusted EBITDA is not defined by U.S. GAAP and should not be regarded as an alternative to any measurement under U.S. GAAP. Adjustments made to U.S. GAAP net income to calculate Adjusted EBITDA, as applicable, are adding back income tax expense; adding back interest paid on debt and other financing costs, net of interest income; adding back depreciation on property and equipment; adding back other business taxes; adding back amortization expense on acquisition-related intangible assets; adding back stock-based compensation expense associated with equity awards issued from pools created in connection with the management-led buyout and various acquisitions and as a result of equity grants related to Victory’s initial public offering in 2018; adding back direct incremental costs of acquisitions, including restructuring costs; adding back debt issuance cost expense; and adjusting for earnings/losses on equity method investments. \n

\n The Victory Projections were not prepared with a view to public disclosure and are included in this proxy statement solely to provide Victory stockholders access to financial projections that were provided to the Victory board and were also provided to PJT Partners at the direction of the Victory board for PJT Partners’ use. The Victory board approved the use and reliance of the Victory Projections by PJT Partners in connection with its financial analyses and opinion, as described in more detail in the section of this document titled “The Transaction — Opinion of PJT Partners LP (Financial Advisor to Victory)” beginning on page 46. \n

\n First Eagle Projections \n

\n In connection with the evaluation of the proposed transaction, Victory’s management prepared certain prospective financial information of First Eagle Holdings for the remainder of fiscal year 2026 and fiscal years 2027 through 2030 (which we collectively refer to as the “First Eagle Projections,” and together with the Victory Projections, the “Company Projections”). Such financial projections were prepared as of August 2026 on a standalone basis without giving effect to the proposed transaction or any Synergy Estimates. The First Eagle Projections were provided to the Victory board in connection with its evaluation of the proposed transaction and were also provided to PJT Partners at the direction of the Victory board for PJT Partners’ use. The Victory board approved the use and reliance of the First Eagle Projections by PJT Partners in connection with its financial analyses and opinion, as described in more detail in the section of this document titled “Opinion of PJT Partners LP (Financial Advisor to Victory)” beginning on page 46. \n

\n The following table presents a summary of the First Eagle Projections, which were prepared in August 2026 based on the assumptions and considerations described herein: \n

\n \n (dollars in millions) \n \n	\n \n FY 2026E \n \n			\n \n FY 2027E \n \n	\n \n FY 2028E \n \n			\n \n FY 2029E \n \n	\n \n FY 2030E \n \n
\n \n Total Revenue\n \n		$	1,517			$	1,619			$	1,717	$	1,823	$	1,937
\n \n Unlevered Free Cash Flow(1)\n \n		$	271			$	538			$	548	$	563	$	611
\n \n Adjusted Net Income w/ Tax Benefit(2)\n \n		$	510			$	527			$	536	$	549	$	596
\n \n Adjusted EBITDA(3)\n \n		$	703			$	729			$	742	$	762	$	827

\n (1)\n
\n

\n (2)\n
\n

\n \n Adjusted Net Income is not defined by U.S. GAAP and should not be regarded as an alternative to any measurement under U.S. GAAP. Adjustments made to U.S. GAAP net income to calculate Adjusted Net Income (with tax benefit), as applicable, are adding back other business taxes; adding back amortization expense on acquisition-related intangible assets; adding back stock-based compensation expense; adding back direct incremental costs of acquisitions, including restructuring costs; adding back debt issuance cost expense; adjusting for earnings/losses on equity method investments, and includes anticipated synergies in respect of the Diamond Hill acquisition, mark to market adjustments with respect to First Eagle deferred compensation plans, costs associated with special projects and temporary \n

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\n waivers and impact of discontinued operations, material non-recurring expense; subtracting an estimate of income tax expense applied to the sum of the adjustments above and adding the tax benefit of goodwill and acquired intangible assets. \n

\n (3)\n
\n

\n \n Adjusted EBITDA is not defined by U.S. GAAP and should not be regarded as an alternative to any measurement under U.S. GAAP. Adjustments made to U.S. GAAP net income to calculate Adjusted EBITDA, as applicable, are adding back income tax expense; adding back interest paid on debt and other financing costs, net of interest income; adding back depreciation on property and equipment; adding back other business taxes; adding back amortization expense on acquisition-related intangible assets; adding back stock-based compensation expense; adding back direct incremental costs of acquisitions, including restructuring costs; adding back debt issuance cost expense; adjusting for earnings/losses on equity method investments. Adjusted EBITDA also takes into account anticipated synergies in respect of the Diamond Hill acquisition, mark to market adjustments with respect to First Eagle deferred compensation plans, costs associated with special projects and temporary waivers, and impact of discontinued operations, material non-recurring expenses. \n

\n The First Eagle Projections were not prepared with a view to public disclosure and are included in this proxy statement solely to provide Victory stockholders access to financial projections that were provided to the Victory board and were also provided to PJT Partners at the direction of the Victory board for PJT Partners’ use. The Victory board approved the use and reliance of the First Eagle Projections by PJT Partners in connection with its financial analyses and opinion, as described in more detail in the section of this document titled “Opinion of PJT Partners LP (Financial Advisor to Victory)” beginning on page 46. \n

\n General \n

\n The Company Projections were prepared by Victory’s management for internal use and were not prepared with a view to public disclosure, nor were they prepared with a view toward compliance with published guidelines of the SEC, the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of projections or U.S. GAAP. The Company Projections are prospective and should not be relied upon as being necessarily indicative of future results, and readers of this proxy statement are cautioned not to place undue reliance on this prospective financial information. No independent registered public accounting firm has audited, reviewed, examined, compiled, or applied any agreed-upon procedures with respect to the Company Projections nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assumes no responsibility for and disclaims any association with, the prospective financial information. \n

\n While the Company Projections are presented with numeric specificity, they reflect numerous assumptions and estimates that Victory’s management made in good faith at the time such projections were prepared with respect to industry performance, general business, economic, regulatory, market and financial conditions and other future events. These assumptions and estimates are inherently uncertain, may be beyond the control of Victory and First Eagle, their respective financial advisors, or any other person, were made as of the date the Victory Projections or First Eagle Projections, respectively, were prepared, and may not be reflective of actual results, either since the date such projections were prepared, now or in the future, in light of changed circumstances, economic conditions, or other developments. \n

\n Important factors that may affect actual results and cause the Company Projections not to be achieved include risks and uncertainties relating to Victory’s and First Eagle’s businesses, including their abilities to achieve their respective strategic goals, objectives, targets and cost savings over applicable periods, general business, economic and political conditions and other factors described under “Risk Factors” and “Cautionary Statements Regarding Forward-Looking Statements,” as well as the risk factors with respect to Victory’s business contained in its most recent SEC filings, which readers are urged to review, which may be found as described under “Where You Can Find More Information.” In addition, the Company Projections cover multiple future years, and such information by its nature is less reliable in predicting each successive year. The Company Projections also do not take into account any circumstances or events occurring after the date on which they were prepared and do not give effect to the transactions contemplated by the merger agreement, including the acquisition and the share issuance, and also do not take into account the effect of any failure of the proposed transaction to be completed. The Company Projections also reflect assumptions as to certain business decisions that are subject to change. As a result, actual results may differ materially \n

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\n from those contained in the Company Projections. Accordingly, there can be no assurance that the Victory Projections or First Eagle Projections will be realized or that actual results will not be significantly lower than projected. The Company Projections are not included in this proxy statement to induce any stockholder to vote in favor of the proposals being voted on at the special meeting or in favor of any other proposal. The inclusion of the Company Projections in this proxy statement should not be regarded as an indication that Victory, First Eagle, or any of their respective affiliates, advisors or representatives considered the Victory Projections or First Eagle Projections to be predictive of actual future events, and they should not be relied on as such. Neither Victory, First Eagle, nor any of their respective affiliates, advisors, officers, employees, directors or representatives can give you any assurance that actual results will not differ materially from the Company Projections, and none of those persons undertakes any obligation to update or otherwise revise or reconcile the Victory Projections or First Eagle Projections to reflect circumstances existing after the date such projections were prepared or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying such projections are shown to be in error. \n

\n Neither Victory nor First Eagle intend to publicly update or make any other revision to the Victory Projections or First Eagle Projections. Neither Victory nor First Eagle nor any of their respective affiliates, advisors, officers, employees, directors or representatives makes any representation to any stockholder of Victory or any other person regarding Victory’s and First Eagle’s ultimate performance compared to the Company Projections or that the results reflected therein will be achieved. Neither Victory nor any of its respective affiliates or advisors has made any representation to First Eagle Seller, in the merger agreement or otherwise, concerning the Victory Projections. First Eagle Seller has not made any representation to Victory, in the merger agreement or otherwise, concerning the First Eagle Projections. For the reasons described above, readers of this proxy statement are cautioned not to place undue, if any, reliance on the Company Projections. \n

\n Certain of the measures included in the Company Projections are financial measures that are not calculated in accordance with U.S. GAAP. Such non-U.S. GAAP financial measures should not be viewed as a substitute for U.S. GAAP financial measures and may be different from non-U.S. GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-U.S. GAAP financial measures, because they exclude charges and credits that are required to be included in a U.S. GAAP presentation. Accordingly, non-U.S. GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with U.S. GAAP. Financial measures provided to a financial advisor are excluded from the SEC’s rules concerning non-U.S. GAAP financial measures and, therefore, are not subject to SEC rules regarding disclosures of non-U.S. GAAP financial measures in disclosures relating to a proposed business combination such as the acquisition if the disclosure is included in a document such as this proxy statement, which would otherwise require a reconciliation of a non-U.S. GAAP financial measure to a U.S. GAAP financial measure. Accordingly, Victory has not provided a reconciliation of any financial measures included in the Company Projections. \n

\n Opinion of PJT Partners LP (Financial Advisor to Victory) \n

\n PJT Partners was retained by Victory to act as its financial advisor in connection with the acquisition and, upon Victory’s request, to render its fairness opinion to the Victory board in connection therewith. Victory selected PJT Partners to act as its financial advisor based on PJT Partners’ qualifications, expertise and reputation, its knowledge of Victory’s industry and its knowledge and understanding of the business and affairs of Victory. At a meeting of the Victory board on August 25, 2026, PJT Partners rendered its oral opinion, subsequently confirmed in its written opinion dated August 25, 2026, to the Victory board that, as of the date thereof and based upon and subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated in its written opinion), the consideration to be paid by Victory for the shares of First Eagle in the acquisition (as further described in PJT Partners’ opinion) was fair to Victory from a financial point of view. \n

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\n Fortify Holdings 2, LLC, GC Ferry Parent, L.P., and GC Ferry Holdings, Inc., respectively. PJT Partners’ written opinion has been provided by PJT Partners at the request of the Victory board and is subject to, among other things, the assumptions made, procedures followed, matters considered, and qualifications and limitations on the review undertaken by PJT Partners in connection with the opinion (which are stated therein). You are encouraged to read the opinion carefully in its entirety. PJT Partners provided its opinion to the Victory board, in its capacity as such, in connection with and for purposes of its evaluation of the acquisition only and PJT Partners’ opinion does not constitute a recommendation as to any action the Victory board should take with respect to the acquisition or how any holder of Victory common stock should vote or act with respect to the acquisition, including the share issuance, or any other matter. The following is a summary of PJT Partners’ opinion and the methodology that PJT Partners used to render its opinion. This summary of the PJT Partners opinion contained in this proxy statement is qualified in its entirety by reference to the full text of PJT Partners’ written opinion. \n

\n In arriving at its opinion, PJT Partners, among other things: \n

\n •\n
\n

\n \n reviewed certain publicly available information concerning the business, financial condition and operations of First Eagle and Victory; \n

\n •\n
\n

\n \n reviewed certain internal information concerning the business, financial condition and operations of First Eagle and Victory prepared and furnished to PJT Partners by the management of Victory; \n

\n •\n
\n

\n \n reviewed certain internal financial analyses, estimates and forecasts (i) relating to First Eagle, including projections and (ii) relating to Victory, including projections, in each case that were prepared by, or at the direction of, and approved for PJT Partners’ use by the management of Victory (collectively, the “Projections”), as described in the section titled “Certain Financial Forecasts” beginning on page 43; \n

\n •\n
\n

\n \n reviewed certain transaction synergies estimated by the management of Victory to result from the acquisition and the estimated costs to achieve such synergies that were prepared, and approved for PJT Partners’ use, by the management of Victory (collectively, the “Synergy Estimates”); \n

\n •\n
\n

\n \n held discussions with members of senior management of Victory concerning, among other things, their evaluation of the acquisition and Victory’s and First Eagle’s businesses, operating and regulatory environments, financial conditions, prospects and strategic objectives; \n

\n •\n
\n

\n \n reviewed the potential pro forma financial impact of the acquisition on the financial performance of Victory, including the potential effect on Victory’s estimated earnings per share; \n

\n •\n
\n

\n \n compared certain financial information for First Eagle with similar publicly available financial and stock market data for certain other companies that PJT Partners deemed to be relevant; \n

\n •\n
\n

\n \n compared the proposed financial terms of the acquisition with publicly available financial terms of certain other business combinations that PJT Partners deemed to be relevant; \n

\n •\n
\n

\n \n reviewed a draft, dated August 25, 2026, of the merger agreement; and \n

\n •\n
\n

\n \n performed such other financial studies, analyses and investigations, and considered such other matters, as PJT Partners deemed necessary or appropriate for purposes of rendering its opinion. \n

\n In preparing its opinion, with the consent of the Victory board, PJT Partners relied upon and assumed the accuracy and completeness of the foregoing information and all other information discussed with or reviewed by PJT Partners, without independent verification thereof. PJT Partners assumed, with the consent of the Victory board, that the Projections, Synergy Estimates and the assumptions underlying the Projections, Synergy Estimates, and all other financial analyses, estimates and forecasts provided to PJT Partners by Victory’s management, were reasonably prepared in accordance with industry practice and represented Victory’s management’s best currently available estimates and judgments as to the business and operations and future financial performance of Victory or First Eagle, as applicable and the other matters covered thereby. PJT Partners relied, at the direction of Victory, on the assessments of Victory’s management as to the ability of Victory and First Eagle to achieve the Projections and the Synergy Estimates and was advised by Victory, and, with the consent of the Victory board, assumed, that the Projections and Synergy Estimates will be realized in the amounts and at the times projected. PJT Partners assumed no responsibility for and expressed no opinion as to the Projections, the Synergy Estimates, the assumptions upon which \n

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\n they were based or any other financial analyses, estimates and forecasts provided to PJT Partners by Victory’s management. PJT Partners also assumed that there were no material changes in the assets, financial conditions, results of operations, businesses or prospects of Victory or First Eagle since the respective dates of the latest financial statements made available to PJT Partners. PJT Partners relied, with the consent of the Victory board, on Victory’s management’s representations and/or projections regarding taxable income, standalone net operating loss utilization and other tax attributes of Victory and First Eagle. PJT Partners further relied, with the consent of the Victory board, upon the assurances of the management of Victory that they were not aware of any facts that would make the information, representations and projections provided by them inaccurate, incomplete or misleading. \n

\n PJT Partners was not asked to undertake, and did not undertake, an independent verification of any information provided to or reviewed by PJT Partners, nor was PJT Partners furnished with any such verification and PJT Partners did not assume any responsibility or liability for the accuracy or completeness thereof. PJT Partners did not conduct, nor was it asked to conduct, a physical inspection of any of the properties or assets of Victory or First Eagle. At the Victory board’s direction, PJT Partners did not conduct, nor did PJT Partners assume any responsibility for conducting, any independent evaluation or appraisal of the assets or the liabilities (contingent, derivative, off-balance sheet, or otherwise) of Victory or First Eagle, nor was it furnished with any such evaluations or appraisals, nor did it evaluate the solvency or fair value of Victory or First Eagle (or the impact of the acquisition thereon) under any applicable laws. \n

\n PJT Partners also assumed, with the consent of the Victory board, that the final executed form of the merger agreement would not differ in any material respects from the draft reviewed by PJT Partners and that the consummation of the acquisition would be effected in accordance with the terms and conditions of the merger agreement, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary regulatory or third party consents and approvals (contractual or otherwise) for the acquisition, no delay, limitation, restriction or condition would be imposed that would have an adverse effect on Victory or First Eagle or the contemplated benefits of the acquisition. PJT Partners also assumed that the representations and warranties made by Victory, First Eagle and First Eagle Seller in the merger agreement were and would be true and correct in all respects material to its analysis. PJT Partners did not express any opinion as to any tax or other consequences that might result from the acquisition, nor did its opinion address any legal, tax, regulatory or accounting matters, as to which PJT Partners understood that Victory obtained such advice as it deemed necessary from qualified professionals. PJT Partners is not a legal, tax or regulatory advisor and relied upon without independent verification the assessment of Victory and its legal, tax and regulatory advisors with respect to such matters. \n

\n PJT Partners did not consider the relative merits of the acquisition as compared to any other business plan or opportunity that might be available to Victory or the effect of any other arrangement in which Victory might engage, and PJT Partners’ opinion did not address the underlying decision by Victory to engage in the acquisition. PJT Partners’ opinion was limited to the fairness as of the date of the opinion, from a financial point of view, to Victory of the consideration to be paid by Victory for the shares of First Eagle in the acquisition, and PJT Partners’ opinion did not address any other aspect or implication of the acquisition, the merger agreement, or any other agreement or understanding entered into or to be entered into in connection with the acquisition or otherwise. PJT Partners further expressed no opinion or view as to the fairness of the acquisition to the holders of any class of securities, creditors or other constituencies of any party or as to the underlying decision by Victory to engage in the acquisition. PJT Partners also expressed no opinion as to the fairness (financial or otherwise) of the amount or nature of the compensation to any of Victory’s officers, directors or employees, or any class of such persons of any party to the acquisition, whether relative to the consideration to be paid by Victory or otherwise. \n

\n PJT Partners’ opinion was necessarily based upon economic, market, monetary, regulatory and other conditions as they existed and could be evaluated, and the information made available to PJT Partners, as of the date of the opinion. PJT Partners assumed no responsibility for updating or revising its opinion based on circumstances or events occurring after the date of its opinion. PJT Partners expressed no opinion as to the prices or trading ranges at which the Victory common stock will trade at any time, as to the potential effects of volatility in the credit, financial and stock markets on Victory or the acquisition or as to the impact of the acquisition on the solvency or viability of Victory or the ability of Victory to pay its obligations when they come due. \n

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\n The issuance of PJT Partners’ opinion was approved by a fairness committee of PJT Partners in accordance with established procedures. PJT Partners’ advisory services and opinion were provided solely to the Victory board, in its capacity as such, in connection with and for the purposes of its evaluation of the acquisition only and the opinion does not constitute a recommendation as to any action the Victory board should take with respect to the acquisition or any aspect thereof. PJT Partners’ opinion does not constitute a recommendation to any holder of Victory common stock as to how any stockholder should vote or act with respect to the acquisition, including the share issuance, or any other matter. \n

\n Summary of Financial Analyses \n

\n In connection with rendering its opinion, PJT Partners performed certain financial, comparative and other analyses as summarized below. In arriving at its opinion, PJT Partners did not ascribe a specific range of values to the shares of Victory common stock, Victory preferred stock or shares of First Eagle, but rather made its determination as to fairness, from a financial point of view, to Victory, of the consideration to be paid by Victory for the shares of First Eagle in the acquisition on the basis of various financial and comparative analyses. The preparation of a fairness opinion is a complex process and involves various determinations as to the most appropriate and relevant methods of financial and comparative analyses and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to summary description. \n

\n In arriving at its opinion, PJT Partners did not attribute any particular weight to any single analysis or factor considered by it but rather made qualitative judgments as to the significance and relevance of each analysis and factor relative to all other analyses and factors performed and considered by it and in the context of the circumstances of the acquisition. Accordingly, PJT Partners believes that its analyses must be considered as a whole, as considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. \n

\n The following is a summary of the material financial analyses used by PJT Partners in preparing its opinion to the Victory board. Certain financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by PJT Partners, the tables must be read together with the text of each summary, as the tables alone do not constitute a complete description of the financial analyses. In performing its analyses, PJT Partners made numerous assumptions with respect to industry performance, general business and economic conditions and other matters, many of which are beyond the control of Victory, First Eagle or any other parties to the acquisition. None of Victory, First Eagle, PJT Partners, or any other person assumes responsibility if future results are materially different from those discussed. Any estimates contained in these analyses are not necessarily indicative of actual values or predictive of future results or values, which may be significantly more or less favorable than as set forth below. In addition, analyses relating to the value of businesses do not purport to be appraisals or reflect the prices at which the businesses may actually be sold. The financial analyses summarized below were based on the Projections, the Synergy Estimates and other financial information prepared and furnished to PJT Partners by or on behalf of the management of Victory, and used at the direction of Victory management and approved for PJT Partners’ use by the Victory board. The following summary does not purport to be a complete description of the financial analyses performed by PJT Partners. The following quantitative information, to the extent that it is based on market data, is based on market data as it existed, for Victory and First Eagle, as of the closing trading price on August 24, 2026, and is not necessarily indicative of current or future market conditions. Calculations of implied equity values per share were rounded to the nearest $0.25; calculations for implied equity values and implied total enterprise values were rounded to the nearest $10 million. Fully diluted share numbers for Victory used below are as of August 4, 2026 and were provided by, and used at the direction of, Victory’s management. \n

\n Selected Comparable Company Analysis \n

\n PJT Partners reviewed and compared specific financial, operating and public trading data relating to First Eagle and Victory with selected publicly-traded asset management companies that PJT Partners deemed comparable to First Eagle and Victory. The selected comparable companies (which are referred to collectively as the “Selected Peers”) were T. Rowe Price Group, Inc., Franklin Resources, Inc., Invesco Ltd., \n

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\n Artisan Partners Asset Management Inc., Federated Hermes, Inc., and Affiliated Managers Group, Inc. PJT Partners reviewed and compared such data in order to assess how the public market values shares of similar publicly traded companies and to provide a range of relative implied equity values of Victory (on a per share of common stock basis) and First Eagle, in each case on a standalone basis and assuming no synergies, and by reference to the Selected Peers. \n

\n As part of its selected comparable company analysis, PJT Partners calculated and analyzed certain ratios and multiples, including: (i) price as a multiple of estimated next twelve months (“NTM”) adjusted earnings and (ii) total enterprise value (in the case of Victory, calculated as the equity value based on fully diluted shares outstanding using the treasury stock method, plus debt and other liabilities and less cash and cash equivalents, after giving effect to certain adjustments for non-controlling interests and equity investments) (“TEV”) as a multiple of estimated NTM adjusted earnings before interest, tax, depreciation and amortization (“Adj. EBITDA”). For purposes of this analysis, NTM means the second half of 2026E plus the first half of 2027E. All of these calculations were performed and based on publicly available financial data, market data (including share prices) as of the close of trading on August 24, 2026, and consensus estimates derived from sell-side research. The results of this selected comparable company analysis are summarized below: \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Selected Peers \n

\n Low \n

\n High \n

\n Price/NTM Adjusted Earnings \n

9.0x

11.5x

\n TEV/NTM Adj. EBITDA \n

6.3x

8.9x

\n PJT Partners, based on its professional judgment, selected the Selected Peers because PJT Partners believed their businesses and operating profiles are reasonably similar to that of First Eagle and Victory. However, because of the inherent differences between the businesses, operations and prospects of First Eagle and Victory and those of the Selected Peers, PJT Partners believed that it was inappropriate to, and therefore did not, rely solely on the quantitative results of the selected comparable company analysis. Accordingly, PJT Partners also made qualitative judgments concerning differences between the businesses, financial and operating characteristics and prospects of First Eagle, Victory and the Selected Peers that could affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between First Eagle, Victory and the Selected Peers. \n

\n Accordingly, PJT Partners selected (i) a Price/NTM adjusted earnings multiple range of 11.0x to 14.0x for First Eagle and 11.5x to 14.5x for Victory and (ii) a TEV/NTM Adj. EBITDA multiple range of 8.5x to 10.5x for First Eagle and 10.0x to 12.0x for Victory, in each case on a standalone basis and assuming no synergies. PJT Partners then applied the applicable ranges to First Eagle’s NTM adjusted net income of $529 million and NTM Adj. EBITDA of $730 million, in each case, being adjusted by subtracting First Eagle’s estimated sign-to-close free cash flow of $299 million, and Victory’s NTM adjusted earnings per share of $8.05 and NTM Adj. EBITDA of $882 million, in each case calculated on a standalone basis and assuming no synergies. PJT Partners then subtracted the cash amount of $5,024 million to be paid by Victory in connection with the acquisition (after giving effect to adjustments as set forth in the merger agreement) from the range of implied total enterprise values for First Eagle to obtain the illustrative range of implied stock consideration amounts to be paid by Victory. The following summarizes the results of these calculations: \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Selected Peers Analysis \n

\n Implied adjusted total\n
\n enterprise value of \n
\n First Eagle \n

\n Implied stock\n
\n consideration of \n
\n First Eagle \n

\n Implied equity \n
\n value of Victory \n

\n Implied equity\n
\n value per share \n
\n of Victory \n

\n Price/NTM Adjusted Earnings \n

\n $5,520 million – $7,110 million \n

\n $500 million – $2,080 million \n

\n $7,800 million – $9,830 million \n

\n $92.50 – $116.75 \n

\n TEV/NTM Adj. EBITDA \n

\n $5,910 million – $7,370 million \n

\n $880 million – $2,340 million \n

\n $7,860 million – $9,620 million \n

\n $93.25 – $114.25\n

\n PJT Partners then divided the range of implied equity values for Victory by the fully diluted number of shares of Victory common stock outstanding as of August 4, 2026, as provided by management of Victory, \n

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\n to calculate an illustrative range of implied equity values per share of Victory common stock calculated using the Price/NTM adjusted earnings multiple and using the TEV/NTM Adj. EBITDA multiple, which PJT Partners compared to the closing price of Victory common stock on August 24, 2026, of $116.00, which is also summarized in the foregoing table. \n

\n Selected Comparable Company Analysis — Implied Ownership \n

\n Based on the implied valuations of Victory and First Eagle derived from this analysis, PJT Partners calculated a range of implied pro forma equity ownership amounts for First Eagle Seller in the combined company after the acquisition by dividing First Eagle’s implied stock consideration by the combined company’s implied valuation (calculated as the sum of First Eagle’s implied stock consideration and Victory’s implied valuation from the selected comparable company analysis described above). The following table presents the results of this analysis on a standalone basis and assuming no synergies as compared to First Eagle Seller’s assumed 17.0% pro forma ownership on a fully diluted basis of the combined company resulting from the acquisition. \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Ratio \n \n			\n \n Range of First Eagle Seller’s\n \n Implied Ownership \n \n
\n \n Price/NTM Adjusted Earnings \n \n			\n \n 4.8% – 21.1% \n \n
\n \n TEV/NTM Adj. EBITDA \n \n			\n \n 8.4% – 23.0%\n \n

\n Discounted Cash Flow Analysis \n

\n In order to estimate the present standalone value of Victory and First Eagle, PJT Partners performed a discounted cash flow analysis of Victory and First Eagle, respectively. A discounted cash flow analysis is a traditional valuation methodology used to derive a valuation of an asset by calculating the “present value” of estimated future cash flows generated by the asset. “Present value” refers to the current value of future cash flows or amounts and is obtained by discounting those future cash flows or amounts by a discount rate that takes into account macroeconomic assumptions and estimates of risk, the opportunity cost of capital, expected returns and other appropriate factors. \n

\n Discounted Cash Flow Analysis — Victory \n

\n To calculate the implied enterprise value of Victory using the discounted cash flow method, PJT Partners added (i) Victory’s projected after-tax unlevered free cash flows, on a standalone basis and assuming no synergies, for the period from June 30, 2026, through calendar year 2030 based on the Victory Projections to (ii) ranges of “terminal values” as of the end of the projection period, and discounted such amounts to present values using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest and tax expense using a 25% tax rate, adding depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital. The residual value of Victory at the end of the projection period, or “terminal value,” was estimated by applying a terminal value multiples range of 10.0x to 12.0x to Victory’s terminal Adj. EBITDA from the Projections. The selected range of discount rates of 10.5% to 12.5% was selected based on PJT Partners’ analysis of the weighted average cost of capital of Victory. PJT Partners then calculated a range of implied equity values for Victory by subtracting Victory’s estimated net debt, after giving effect to certain adjustments for non-controlling interests and equity method investments, from the estimated enterprise value derived from the discounted cash flow method. These calculations resulted in an illustrative range of implied equity values of Victory of approximately $7,890 million to $9,900 million, on a standalone basis. \n

\n PJT Partners then divided the range of implied equity values for Victory by the fully diluted number of Victory shares outstanding as of August 4, 2026, as provided by management of Victory, to calculate an illustrative range of implied equity values per share of Victory common stock of approximately $93.75 to $117.75, which PJT Partners compared to the closing price of Victory common stock on August 24, 2026, of $116. \n

\n Discounted Cash Flow Analysis — First Eagle \n

\n To calculate the implied total enterprise value of First Eagle using the discounted cash flow method, PJT Partners added (i) First Eagle’s projected after-tax unlevered free cash flows, on a standalone basis and \n

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\n assuming no synergies, for the period from June 30, 2026 through calendar year 2030 based on the First Eagle Projections to (ii) ranges of “terminal values” as of the end of the projection period, and discounted such amounts to present values using a range of selected discount rates. The after-tax unlevered free cash flows were calculated by taking the tax-affected earnings before interest and tax expense using a 25% tax rate, adding depreciation and amortization, subtracting capital expenditures and adjusting for changes in working capital. The residual value of First Eagle at the end of the projection period, or “terminal value,” was estimated by applying a terminal value multiples range of 8.5x to 10.5x to First Eagle’s terminal Adj. EBITDA from the Projections. The selected range of discount rates of 10.5% to 12.5% was selected based on PJT Partners’ analysis of the weighted average cost of capital of First Eagle. PJT Partners then calculated a range of adjusted enterprise values for First Eagle by subtracting First Eagle’s estimated sign-to-close free cash flow of $299 million from the estimated total enterprise value derived using the discounted cash flow method. PJT Partners then calculated an illustrative range of implied adjusted total enterprise values of First Eagle. These calculations resulted in an illustrative range of implied adjusted total enterprise values of First Eagle of approximately $6,050 million to $7,620 million on a standalone basis and assuming no synergies. PJT Partners compared this range of implied adjusted total enterprise values to the consideration to be paid by Victory for the shares of First Eagle in the acquisition. \n

\n PJT Partners then subtracted the cash amount of $5,024 million to be paid by Victory in connection with the acquisition from the range of implied adjusted total enterprise values for First Eagle. These calculations resulted in an illustrative range of implied stock consideration amounts to be paid by Victory to First Eagle Seller of approximately $1,020 million to $2,590 million. \n

\n Discounted Cash Flow Analysis — Implied Ownership. \n

\n Based on the ranges of implied valuations for Victory and First Eagle calculated by PJT Partners in its discounted cash flow analysis, PJT Partners calculated a range of the implied ownership amounts for First Eagle Seller in the combined company after the acquisition by dividing First Eagle’s implied stock consideration by the combined company’s implied valuation (calculated as the sum of First Eagle’s implied stock consideration and Victory’s implied equity value from the discounted cash flow analysis described above). The following table presents the results of this analysis on a standalone basis and assuming no synergies as compared to First Eagle Seller’s assumed 17.0% pro forma ownership on a fully diluted basis of the combined company resulting from the acquisition. \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

			\n \n Range of First Eagle Seller’s \n \n Implied Ownership \n \n
\n \n Discounted Cash Flow \n \n			\n \n 9.4% – 24.7%\n \n

\n Other Information \n

\n PJT Partners also observed the additional factors described below, which were not considered part of its financial analyses in connection with rendering its opinion, but were referenced solely for informational purposes: \n

\n •\n
\n

\n \n historical trading prices of Victory common stock during the 52-week period ending August 24, 2026, which indicated low and high closing prices of Victory common stock during such period of $57.03 to $119.56, respectively, which together indicated an implied equity value range for Victory of approximately $4,800 million to $10,070 million, compared to the closing price of Victory common stock on August 24, 2026, of $116.00; \n

\n •\n
\n

\n \n publicly available Wall Street research analysts’ share price targets in the next 12 months for Victory common stock, which indicated a target share price range for Victory common stock of $91.00 to $123.00, which collectively indicated an implied equity value range for Victory of approximately $7,660 million to $10,360 million, compared to the closing price of Victory common stock on August 24, 2026, of $116.00; and \n

\n •\n
\n

\n \n the valuation and financial metrics relating to selected precedent transactions announced since 2016 involving companies in the asset management industry, which PJT Partners, in its professional judgment, considered relevant for comparative purposes, the result of which indicated a range of multiples of TEV to last twelve months Adj. EBITDA (to the extent available) of 9.5x – 11.5x. After \n

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\n reviewing the foregoing analysis, PJT Partners applied the range of such multiples to last twelve months Adj. EBITDA of First Eagle as of June 30, 2026, of $659 million (which was adjusted by subtracting First Eagle’s estimated sign-to-close free cash flow of $299 million), to calculate a range of implied adjusted total enterprise values for First Eagle of $5,960 million to $7,270 million on a standalone basis and assuming no synergies. PJT Partners then subtracted the cash amount of $5,024 million to be paid by Victory in connection with the acquisition from the range of implied total enterprise values for First Eagle. These calculations resulted in an illustrative range of implied stock consideration amounts to be paid by Victory of approximately $930 million to $2,250 million. \n

\n General \n

\n The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying PJT Partners’ opinion. In arriving at its fairness determination, PJT Partners considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, PJT Partners made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above-described analyses as a comparison is directly comparable to Victory or First Eagle or the acquisition. The terms of the merger agreement, including the consideration, were determined through arm’s-length negotiations between Victory and First Eagle Seller, rather than PJT Partners, and were approved by the Victory board. The decision to enter into the merger agreement was solely that of Victory and First Eagle Seller. \n

\n PJT Partners prepared these analyses for purposes of providing its opinion to the Victory board as to the fairness, from a financial point of view, to Victory, as of the date of the written opinion of PJT Partners, of the consideration to be paid by Victory for the shares of First Eagle pursuant to the merger agreement. PJT Partners did not recommend any specific consideration to Victory or the Victory board, or that any specific amount or type of consideration constituted the only appropriate consideration for the acquisition. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Victory, First Eagle, First Eagle Seller, PJT Partners or any other person assumes responsibility if future results are materially different from those forecast. \n

\n PJT Partners is an internationally recognized investment banking firm and, as part of its and its affiliates’ investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, investments for passive and control purposes, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for estate, corporate and other purposes. As a leading global M&A, capital raising, restructuring and liability management, and governance and shareholder practices advisor, PJT Partners and its affiliates undertake significant client coverage efforts and have advised and/or discussed potential strategic transactions with a number of participants in Victory’s sector. Victory selected PJT Partners to act as its financial advisor because of its qualifications, reputation and experience in the valuation of businesses and securities in connection with mergers and acquisitions generally and in the asset management industry specifically. \n

\n PJT Partners is acting as financial advisor to Victory in connection with the acquisition. As compensation for its services in connection with the acquisition, PJT Partners is entitled to receive from Victory an aggregate fee of approximately $52.5 million, of which $5.0 million became payable upon the delivery of PJT Partners’ opinion to the Victory board (regardless of the conclusion reached therein) and the remainder of which is contingent and payable upon the consummation of the acquisition. In addition, Victory has agreed to reimburse PJT Partners for out-of-pocket expenses and to indemnify PJT Partners for certain liabilities arising out of the performance of such services (including the rendering of PJT Partners’ opinion). \n

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\n In the ordinary course of PJT Partners’ and its affiliates’ businesses, PJT Partners and its affiliates may provide investment banking and other financial services to Victory, First Eagle, First Eagle Seller or their respective affiliates and may receive compensation for the rendering of these services. During the two years preceding the date of its opinion, PJT Partners and certain of its affiliates are advising or have advised: (i) through PJT Partners’ strategic advisory group, Victory in connection with (a) its potential acquisition of Janus Henderson Group plc, which did not ultimately proceed, and for which PJT Partners received no fees, and (b) its acquisition of Amundi US, for which PJT Partners received fees of less than $10.0 million, (ii) through PJT Partners’ strategic advisory group, Amundi S.A. (together with its affiliates and portfolio companies, “Amundi” and each, an “Amundi Entity”) in connection with a strategic partnership for which PJT Partners has received fees paid by such Amundi Entity, (iii) through PJT Partners’ restructuring and special situations group, creditor groups in which an Amundi Entity was a member on three separate matters that involved distressed situations unrelated to Victory or the acquisition for which PJT Partners has received fees paid by a third party, and (iv) through PJT Partners’ restructuring and special situations group, a creditor group in which an affiliate of First Eagle was a member in a distressed situation unrelated to Victory or the acquisition for which PJT Partners has received fees paid by a third party. PJT Partners and its affiliates have not advised, or received fees from, First Eagle Seller or Genstar during this period. \n

\n Financing of the Acquisition \n

\n Victory intends to fund all or substantially all of the cash portion of the merger consideration with proceeds from new debt. Concurrently with the entry into the merger agreement, (i) Victory entered into a debt commitment letter (referred to as the “debt commitment letter”), pursuant to which certain financial institutions (referred to as the “lenders”) have committed to provide to (a) up to $3,500,000,000 in aggregate principal amount of incremental term loans under Victory’s existing senior secured term loan facility, (b) up to $950,000,000 under a senior secured bridge facility, less the amount of senior secured notes issued in lieu of such senior secured bridge facility, and (c) a $200,000,000 senior secured revolving credit facility, which will refinance in full Victory’s existing senior secured revolving credit facility ((a), (b) and (c), collectively, the “debt facilities” and each, a “debt facility”). The obligations of the lenders to provide the debt financing contemplated by the debt commitment letter are subject to certain customary conditions, including (a) the execution and delivery of definitive documentation with respect to such debt financing in accordance with such commitment letter and (b) the consummation of the acquisition in all material respects in accordance with the terms and conditions of the merger agreement. Commitments in respect of the debt facilities under the debt commitment letter will terminate on the earliest to occur of (1) the first anniversary of the date of the debt commitment letter, (2) 11:59 p.m. New York City time on the date that is five business days after the end date (as such date may be extended in accordance with the merger agreement as in effect on the date of the debt commitment letter), (3) the termination of the merger agreement in accordance with its terms and (4) as to any debt facility, the consummation of the acquisition without the funding (or effectiveness, in the case of the senior secured revolving credit facility) of such debt facility. The proceeds of the debt financing would be used at the closing of the acquisition to (1) finance the cash portion of the merger consideration and pay fees and expenses incurred in connection with the acquisition and the debt facilities, and (2) the repayment of all outstanding indebtedness under First Eagle credit agreement. The receipt of the debt financing by Victory is not a condition to Victory’s obligations to complete the acquisition. \n

\n Victory Perpetual Preferred Stock \n

\n If issued, the Victory perpetual preferred stock will have the following terms, among others: \n

\n •\n
\n

\n \n the Victory perpetual preferred stock will not have any voting rights, except as may be required by applicable law and in respect of the Required Holder Approval rights described below; \n

\n •\n
\n

\n \n the Victory perpetual preferred stock will rank senior to the Victory common stock, Victory Series B convertible preferred stock and Victory Series A convertible preferred stock; \n

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\n •\n
\n

\n \n Victory may, at its option, redeem all or any portion of the outstanding shares of Victory perpetual preferred stock at any time following the closing date for a redemption price equal to the liquidation preference plus accrued and unpaid dividends. Upon a “Change of Control” (as defined in the Perpetual Preferred Stock Certificate of Designations), either Victory or holders of the Victory perpetual preferred stock may redeem or cause to be redeemed the Victory perpetual preferred stock for a redemption price equal to the liquidation preference plus accrued and unpaid dividends; \n

\n •\n
\n

\n \n holders of the Victory perpetual preferred stock will be entitled to receive cumulative dividends that will initially accrue at a rate of 8.0% per annum on the then-current liquidation preference (initially $1,000 per share). The dividend rate will automatically increase by 1.0% per annum on each anniversary of the closing date for so long as the Victory perpetual preferred stock remains outstanding, subject to a maximum rate of 15.0% per annum. Dividends will be payable quarterly in arrears and any accumulated and unpaid dividends that are not declared and paid in cash will be added to the liquidation preference; and \n

\n •\n
\n

\n \n Required Holder Approval (as defined in the Perpetual Preferred Stock Certificate of Designations) will be required to (i) amend, alter or repeal Victory’s certificate of incorporation (including the Perpetual Preferred Stock Certificate of Designations) or bylaws in a manner that would have an adverse effect on the rights, preferences or privileges of the Victory perpetual preferred stock, (ii) issue additional shares of Victory perpetual preferred stock, any parity stock or senior stock or any securities or rights convertible or exchangeable into, or exercisable for the foregoing, (iii) effect any sale, lease, transfer, conveyance or other disposition (whether in a single transaction or a series of related transactions), by Victory or any of its subsidiaries, of all or substantially all of the assets of Victory and its subsidiaries, taken as a whole, to any person or group of persons, or (iv) enter into any agreement or commitment by Victory or any of its subsidiaries to do any of the foregoing; \n

\n •\n
\n

\n \n if any shares of Victory perpetual preferred stock remain outstanding after the fourth anniversary of the closing date, Required Holder Approval will also be required to (i) incur indebtedness other than certain permitted indebtedness, (ii) voluntarily liquidate, dissolve or wind up Victory; (iii) enter into certain sales, spin-offs, joint ventures or recapitalizations, in each case, to the extent not in compliance with the terms of any of Victory’s material indebtedness agreements as in effect as of the closing date, (iv) enter into certain affiliate transactions to the extent such transactions would require consent under any of Victory’s material indebtedness agreements as in effect as of the closing date, or (v) permit any subsidiary of Victory to take any action that Victory is otherwise prohibited from taking pursuant to the foregoing; and \n

\n •\n
\n

\n \n if any shares of Victory perpetual preferred stock remain outstanding after the fourth anniversary of the closing date and following such date Victory has not declared or paid dividends in respect of the Victory perpetual preferred stock in cash for two dividend payment dates, holders of Victory perpetual preferred stock, acting by Required Holder Approval, will be entitled to vote for the election of one additional member of the Victory board, subject to the terms set forth in the Perpetual Preferred Stock Certificate of Designations. \n

\n Interests of Victory Directors and Executive Officers in the Acquisition \n

\n In considering the recommendation of the Victory board with respect to the acquisition, Victory stockholders should be aware that the directors and executive officers of Victory may have certain interests in the acquisition that may be different from, or in addition to, the interests of Victory’s stockholders generally. \n

\n The acquisition does not constitute a “change in control” under any compensation or benefit plans, programs or arrangements of Victory and Victory’s directors and named executive officers are not entitled to any additional compensation or benefits that relate to or are contingent upon consummation of the acquisition. However, Victory’s directors and executive officers will continue to serve on the board of directors and as executive officers of Victory, respectively. \n

\n The Victory board was aware of these interests and considered them, among other matters, in approving the merger agreement and in making its recommendation that Victory stockholders approve the share issuance proposal. \n

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\n Material U.S. Federal Income Tax Consequences \n

\n The following general discussion describes the material U.S. federal income tax consequences of the acquisition to Victory stockholders. This discussion is based on current provisions of the Internal Revenue Code (the “Code”), the Treasury regulations promulgated thereunder, judicial interpretations thereof and administrative rulings and published positions of the Internal Revenue Service, all as in effect as of the date hereof and all of which are subject to change or different interpretations, possibly with retroactive effect, and any such change or interpretation could affect the accuracy of the statements and conclusions set forth herein. \n

\n This discussion is limited to Victory stockholders that hold their Victory common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). Further, this discussion is for general information only and does not purport to address all aspects of U.S. federal income taxation that may be relevant to particular holders in light of their personal circumstances and does not apply to holders subject to special rules under the U.S. federal income tax laws (including, for example, United States persons having a “functional currency” other than the U.S. dollar, persons subject to special rules applicable to former citizens and residents of the United States, persons who are not “United States persons” for U.S. federal income tax purposes, banks or other financial institutions, mutual funds, persons subject to the alternative minimum tax, grantor trusts, real estate investment trusts, S corporations or other pass-through entities or arrangements (or investors in S corporations or other pass-through entities or arrangements), insurance companies, tax-exempt organizations, dealers in securities or currencies, traders in securities who elect to apply a mark-to-market method of accounting, persons holding Victory common stock in connection with a hedging transaction, straddle, conversion transaction or other integrated transaction, holders required to report income no later than when such income is reported on an “applicable financial statement,” holders that hold (or that held, directly or constructively, at any time during the five-year period ending on the date of the acquisition) 5% or more of the Victory common stock, holders who acquired their Victory common stock through the exercise of employee stock options or otherwise as compensation or through a tax-qualified retirement plan). This discussion does not address any tax consequences arising under the unearned income Medicare merger tax pursuant to the Health Care and Education Reconciliation Act of 2010, any state, local or foreign tax consequences, nor does it address any U.S. federal tax considerations other than those pertaining to the income tax. Holders should consult their own tax advisors as to the particular tax consequences to them of the acquisition, including the applicability of any U.S. federal income and other tax laws, any state, local or foreign tax laws or any treaty, and any changes (or proposed changes) in tax laws or interpretations thereof. \n

\n If any entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Victory common stock, the tax treatment of a person treated as a partner in such partnership will generally depend upon the status of the partner and upon the activities of the partnership. Persons that for U.S. federal income tax purposes are treated as a partner in a partnership holding Victory common stock should consult their own tax advisors regarding the tax consequences of the acquisition. \n

\n VICTORY STOCKHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE PARTICULAR TAX CONSEQUENCES TO THEM OF THE ACQUISITION, INCLUDING THE APPLICABILITY AND EFFECT OF U.S. FEDERAL, STATE AND LOCAL TAX LAWS. \n

\n The Victory common stock outstanding immediately prior to the closing of the acquisition will remain outstanding. Accordingly, Victory stockholders holding such shares generally will not recognize gain or loss upon the acquisition. Victory stockholders should consult their own tax advisors for a full understanding of the tax consequences to them of the acquisition. \n

\n The preceding discussion is intended only as a general discussion of the material U.S. federal income tax consequences of the acquisition. It is not a complete analysis or discussion of all potential tax effects that may be important to particular holders. Victory stockholders should consult their own tax advisors as to the particular tax consequences to them of the acquisition, including tax return reporting requirements, the applicability and effect of federal, state, local and other tax laws and the effect of any proposed changes in the tax laws. \n

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\n Accounting Treatment of the Acquisition \n

\n The consolidated financial statements of Victory and First Eagle Holdings were prepared in accordance with U.S. GAAP. The acquisition will be accounted for as a business combination, with Victory treated as the acquirer. The unaudited pro forma combined financial information was prepared using the acquisition method of accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). ASC 805 requires, among other things, that assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree in a business combination are recognized at their fair values as of the acquisition date. \n

\n Victory’s preliminary purchase price allocation for the acquisition is based on estimates of, and assumptions related to, the fair value of assets to be acquired, liabilities to be assumed, and noncontrolling interests using current available information. The process of estimating the fair values of certain tangible assets, identifiable intangible assets, consolidated variable interest entities, assumed liabilities, and noncontrolling interests requires the use of judgment in determining the appropriate assumptions and estimates. Fair value estimates used in preparing the pro forma financial information included herein are preliminary and have been presented solely for purposes of providing pro forma financial statements and will be revised as additional information becomes available and as the valuation of the assets acquired, liabilities assumed, and noncontrolling interests in the acquisition is finalized. The final determination of the allocation of the purchase price will be based on the fair values of the assets acquired, liabilities assumed, and noncontrolling interests as of the closing date of the acquisition. \n

\n Regulatory Clearances Required to Consummate the Acquisition \n

\n Under the merger agreement, the respective obligations of Victory and First Eagle to consummate the acquisition are subject to, among other things, any waiting period or extension thereof applicable to the transactions contemplated by the merger agreement under the HSR Act having been terminated, expired or obtained, as applicable. The consent or clearance from, or the expiration of waiting periods under rules or regulations promulgated by, certain specified regulatory authorities, including U.S. and non-U.S. securities regulators or financial regulators and the Financial Industry Regulatory Authority, Inc. (“FINRA”), are also conditions to consummation of the acquisition. \n

\n On September 22, 2026, Victory and First Eagle each filed a Notification and Report Form under the HSR Act. In addition, on September 23, 2026, First Eagle and Victory broker-dealers filed a Continuing Membership Application with FINRA in accordance with FINRA Rule 1017 regarding the change of ownership or control of more than twenty-five percent (25%) of the equity of the First Eagle and Victory broker-dealers as a result of the transactions contemplated by the merger agreement. \n

\n The parties have agreed to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and to assist and cooperate in doing all things necessary, proper or advisable to consummate as promptly as practicable the transactions contemplated by the merger agreement, including submitting all required notices and obtaining all necessary approvals and clearances from governmental authorities and satisfying the respective closing conditions set forth in the merger agreement. These include notice to or approval of certain state governmental authorities with respect to the change of control of First Eagle and Victory broker-dealers. \n

\n Ticker Symbol, Market Price and Dividend Policy \n

\n Victory \n

\n Shares of Victory common stock are currently listed on the Nasdaq Global Select Market under the symbol “VCTR.” The closing price of the Victory common stock on August 25, 2026, the last trading day before announcement of the execution of the merger agreement, was $115.34. As of [ ], 2026, the record date for the special meeting, the closing price for the Victory common stock was $[ ]. \n

\n In 2019, Victory announced the initiation of cash dividends and paid its first quarterly dividend to shareholders in September of that year. Each year, since the commencement of cash dividends in 2019, Victory has increased the per-share amount of the quarterly cash dividends distributed to shareholders. \n

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\n During 2025, Victory paid $1.94 of cash dividends per share, an increase of $0.38, or 24%, from the $1.555 per share of cash dividends declared in 2024. On February 6, 2026, the Victory board declared $0.49 cash dividends per share, payable on March 25, 2026 and on May 6, 2026, the Victory board declared $0.50 cash dividends per share, payable on June 25, 2026. On August 5, 2026, the Victory board declared $0.50 cash dividends per share, payable on September 25, 2026. \n

\n Holders of restricted stock awards on the Victory common stock that are unvested at the time quarterly dividends are declared are entitled to be paid these dividends as and when the restricted stock vests. Potential future dividend payments will be at the sole discretion of our board of directors and will depend upon then existing conditions, including capital requirements to execute our growth strategy, results of operations, financial condition, projected cash flow, and terms associated with our current credit facility or any future financing. Potential increases to Victory’s cash dividend rate will be assessed quarterly. \n

\n The merger agreement permits Victory to pay dividends approved, declared or paid in the ordinary course and consistent with past practice. Other than dividends approved, declared or paid in the ordinary course and consistent with past practice, subject to certain limited exceptions, the merger agreement prohibits Victory (unless consented to in advance by First Eagle Seller in writing, which consent may not be unreasonably withheld, conditioned or delayed) from approving, declaring or paying dividends or other distribution to holders of Victory common stock, until the earlier of the closing date or the termination of the merger agreement in accordance with its terms. \n

\n For additional information on the treatment of dividends under the merger agreement, see “The Merger Agreement — Conduct of Business.” \n

\n First Eagle \n

\n Information regarding First Eagle is not provided because there is no public market for the shares of First Eagle. \n

\n Expected Timing of the Acquisition \n

\n The acquisition is expected to be consummated by the end of the first quarter of 2027. \n

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\n THE MERGER AGREEMENT \n

\n The following describes the material provisions of the merger agreement and certain exhibits thereto, which is included as Annex A to this proxy statement and incorporated by reference herein. The summary of the material provisions of the merger agreement below and elsewhere in this proxy statement is qualified in its entirety by reference to the merger agreement. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. Victory encourages you to read carefully the merger agreement in its entirety before making any investment or voting decisions as it is the principal legal document governing the transactions described in this proxy statement. \n

\n The merger agreement and this summary of its terms have been included to provide you with information regarding the terms of the merger agreement. Factual disclosures about Victory, First Eagle Seller and First Eagle contained in this proxy statement or Victory’s filings with the SEC may supplement, update or modify the factual disclosures about Victory, First Eagle Seller and First Eagle contained in the merger agreement and described in the summary. The representations, warranties and covenants made in the merger agreement by Victory, First Eagle Seller and First Eagle are qualified and subject to important limitations agreed to by Victory, First Eagle Seller and First Eagle in connection with negotiating the terms of the merger agreement. In particular, in your review of the representations and warranties contained in the merger agreement and described in this summary, it is important to bear in mind that the representations and warranties were made solely for the benefit of the parties to the merger agreement, and were negotiated with the principal purpose of allocating risk between the parties to the merger agreement, rather than establishing matters as facts. The representations and warranties may also be subject to a contractual standard of materiality that may be different from what is generally relevant to stockholders or applicable to reports and documents filed with the SEC, and in some cases are qualified by confidential disclosures that were made by each party to the other, which disclosures are not reflected in the merger agreement or otherwise publicly disclosed. The representations and warranties in the merger agreement will not survive the consummation of the acquisition. Moreover, information concerning the subject matter of the representations and warranties may have changed since the date of the merger agreement and subsequent developments or new information qualifying a representation or warranty may have been included or incorporated by reference into this proxy statement. For the foregoing reasons, the representations, warranties and covenants or any descriptions of those provisions should not be read alone, but instead should be read together with the information provided elsewhere in this proxy statement and in the documents incorporated by reference into this proxy statement. See “Where You Can Find More Information.” \n

\n Terms of the Acquisition \n

\n On August 25, 2026 (the “execution date”), Victory, First Eagle Seller, First Eagle, Merger Sub 1 and Merger Sub 2 entered into the merger agreement. At the closing of the transactions contemplated by the merger agreement, Victory will pay and/or issue, as applicable, to First Eagle Seller a combination of (a) cash, (b) newly issued shares of Victory common stock representing 4.9% of the number of issued and outstanding shares of Victory common stock, after giving effect to that issuance, and (c) newly issued shares of Victory Series B convertible preferred stock. However, if the share issuance proposal is not approved at the special meeting, a portion of the share consideration will be in the form of newly issued shares of perpetual preferred stock, as described herein. The base purchase price for the acquisition is $7.03 billion (subject to adjustment as contemplated in the merger agreement, including a reduction for the amount of First Eagle’s funded debt and other debt-like items), of which the share consideration component has an aggregate value of $2 billion. The number of shares of Victory common stock to be issued to First Eagle Seller will be equal to 4.9% of the number of shares of Victory common stock after giving effect to such issuance and based on the Victory common stock outstanding as of the close of business on the second business day prior to the closing date, with such Victory common stock valued at $116.26 per share as set forth in the merger agreement. Assuming the share issuance proposal is approved, the remaining balance of the $2 billion share consideration will be issued in shares of Victory Series B convertible preferred stock, valued at $116.26 per share as set forth in the merger agreement. The purchase price is subject to customary adjustments for First Eagle’s indebtedness, cash, working capital and unpaid transaction expenses. The purchase price is also subject to adjustment if First Eagle Seller does not obtain First Eagle client consents representing revenues from clients equal to at least 92.5% of the Base Revenue Run-Rate. The purchase price is also subject to a customary post-closing adjustment as well as monthly true-up payments in respect of First Eagle client consents obtained in the one-year period following the closing. \n

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\n Consummation of the Acquisition \n

\n Unless the parties agree otherwise, the closing will take place at 9:00 a.m. Eastern Time, on the third business day after all the conditions to closing have been satisfied or waived (other than those conditions that by their nature are to be satisfied at the closing, but subject to the satisfaction or waiver of those conditions). However, the closing will not occur prior to the earlier of (i) a date during the Marketing Period (as defined in the merger agreement) specified by Victory and (ii) the third business day following the final day of the Marketing Period (subject, in each case, to the satisfaction or due waiver of all conditions to closing in the merger agreement). In addition, if the date determined for closing is not the first business day of the calendar month in which it occurs, then the closing will occur on the first business day of the next calendar month solely in the event the first business day of the next calendar month is no more than ten days from the date the closing conditions are satisfied. \n

\n Representations and Warranties \n

\n Victory, Merger Sub 1, Merger Sub 2, First Eagle Seller and First Eagle have each made representations and warranties to the others. First Eagle’s representations and warranties relate to, among other topics, the following: \n

\n •\n
\n

\n \n organization and power; \n

\n •\n
\n

\n \n corporate authority to enter into the merger agreement and the other transaction documents and consummate the transactions contemplated therein, and the enforceability thereof; \n

\n •\n
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\n \n subsidiaries; \n

\n •\n
\n

\n \n capitalization matters; \n

\n •\n
\n

\n \n the absence of conflicts with, or violations of, constituent documents of First Eagle, contracts or laws; \n

\n •\n
\n

\n \n consents; \n

\n •\n
\n

\n \n financial statements; \n

\n •\n
\n

\n \n absence of certain changes or events; \n

\n •\n
\n

\n \n undisclosed liabilities; \n

\n •\n
\n

\n \n real property matters; \n

\n •\n
\n

\n \n tax matters; \n

\n •\n
\n

\n \n contracts and commitments; \n

\n •\n
\n

\n \n intellectual property; \n

\n •\n
\n

\n \n data privacy; \n

\n •\n
\n

\n \n litigation; \n

\n •\n
\n

\n \n employee benefits; \n

\n •\n
\n

\n \n labor and employment matters; \n

\n •\n
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\n \n insurance matters; \n

\n •\n
\n

\n \n compliance with laws and permits; \n

\n •\n
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\n \n affiliated transactions; \n

\n •\n
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\n \n brokerage; \n

\n •\n
\n

\n \n environmental matters; \n

\n •\n
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\n \n regulatory registrations; \n

\n •\n
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\n \n certain matters related to funds and clients of First Eagle; \n

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\n •\n
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\n \n ERISA matters; and \n

\n •\n
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\n \n that First Eagle gave no other representations and warranties other than those clearly set out in the merger agreement. \n

\n First Eagle Seller also made certain additional representations and warranties in respect of First Eagle Seller, which relate to, among other topics, the following: \n

\n •\n
\n

\n \n organization and power; \n

\n •\n
\n

\n \n corporate authority to enter into the merger agreement and the other transaction documents and ability to consummate the transactions contemplated therein, and the enforceability thereof; \n

\n •\n
\n

\n \n the absence of conflicts with, or violations of, constituent documents of First Eagle Seller, contracts or laws; \n

\n •\n
\n

\n \n First Eagle Seller’s ownership of First Eagle; \n

\n •\n
\n

\n \n capitalization; \n

\n •\n
\n

\n \n consents and approvals of governmental authorities; \n

\n •\n
\n

\n \n no registration; \n

\n •\n
\n

\n \n no reliance; \n

\n •\n
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\n \n brokers’ fees payable in connection with the transactions contemplated by the merger agreement; and \n

\n •\n
\n

\n \n that First Eagle Seller gave no other representations and warranties other than those clearly set out in the merger agreement. \n

\n Victory’s representations and warranties relate to, among other topics, the following: \n

\n •\n
\n

\n \n organization and power; \n

\n •\n
\n

\n \n corporate authority to enter into the merger agreement and the other transaction documents and consummate the transactions contemplated therein, and the enforceability thereof; \n

\n •\n
\n

\n \n the absence of conflicts with, or violations of, constituent documents of Victory, contracts or laws; \n

\n •\n
\n

\n \n consents and approvals of governmental authorities; \n

\n •\n
\n

\n \n non-disqualification; \n

\n •\n
\n

\n \n litigation; \n

\n •\n
\n

\n \n Victory compliance with laws; \n

\n •\n
\n

\n \n Victory SEC reports; \n

\n •\n
\n

\n \n financial statements; \n

\n •\n
\n

\n \n brokerage; \n

\n •\n
\n

\n \n solvency; \n

\n •\n
\n

\n \n financing matters; \n

\n •\n
\n

\n \n investment purposes; and \n

\n •\n
\n

\n \n that Victory gave no other representations and warranties other than those clearly set out in the merger agreement. \n

\n Certain of the representations and warranties given by First Eagle Seller, First Eagle, Merger Sub 1, Merger Sub 2 and Victory, as applicable, are qualified as to “materiality” or “material adverse effect.” For purposes of the merger agreement, a “material adverse effect” with respect to First Eagle or Victory, as applicable, means any event, change, development, effect, occurrence or state of facts that individually or in the aggregate has had or would reasonably be expected to have a material adverse effect on (x) the business, \n

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\n operating results or financial condition of such party and its subsidiaries, taken as a whole, or (y) the ability of such party to consummate the transactions contemplated by the merger agreement; provided that none of the following are deemed in themselves, either alone or in combination, to constitute, and none of the following will be taken into account in determining whether there has been or will be, a material adverse effect: any adverse change, effect, event, occurrence, state of facts or development arising out of or relating to (a) in the case of First Eagle, the announcement, pendency or consummation of the transactions contemplated by the merger agreement; (b) changes in operating, business, regulatory or other conditions in the industry in which such party operates; (c) any change in general economic conditions, including changes in the credit, debt or financial or capital markets (including changes in interest or exchange rates), in each case, in the United States or anywhere else in the world; (d) changes in GAAP or other accounting requirements or principles or any changes in applicable laws or the interpretation thereof; (e) the failure of such party to meet or achieve the results set forth in any projection or forecast; (f) changes in global, national or regional political conditions, including hostilities, acts of war (whether declared or undeclared), sabotage or terrorism (including cyberattacks, cyberbreaches, incidents of cybercrime) or similar events, government shutdowns, defaults or slowdowns or military actions or any escalation, worsening or diminution of any such hostilities, acts of war, sabotage or terrorism (including cyberattacks), cyberbreaches, incidents of cybercrime or similar events or military actions existing or underway as of the execution date; (g) hurricanes, earthquakes, floods or other natural disasters (h) any outbreak or ongoing effects of any contagious disease, epidemic or pandemic or other force majeure event, or any worsening of such matters, or any declaration of martial law, quarantine or similar directive, policy or guidance or other action by any governmental entity in response thereto and (i) any termination of client accounts or reduction in assets under management of any client of such party (in the case of First Eagle, the effects of which will be governed in accordance with the merger agreement, it being understood that the facts or occurrences giving rise to such termination or reduction may be taken into account in determining whether there has been, or will be, a material adverse effect), provided that the exclusions set forth in certain of the clauses noted above will not apply if such change, effect, event, occurrence, state of facts or development affects the applicable party and its subsidiaries, taken as a whole, in a disproportionate manner in comparison to other participants in the industry in which such party and its subsidiaries participate. \n

\n Conduct of Business \n

\n Under the merger agreement, each of Victory and First Eagle Seller has agreed to restrict the conduct of its respective businesses between the execution date and the earlier of the closing and the termination of the merger agreement as described below. \n

\n Conduct of Business by First Eagle Seller and its Subsidiaries \n

\n In general, except (i) to the extent required by applicable law, (ii) as otherwise expressly contemplated by the merger agreement, (iii) or as consented to in advance in writing by Victory (which consent will not be unreasonably withheld, conditioned or delayed), First Eagle Seller has agreed to use its commercially reasonable efforts to cause First Eagle and its subsidiaries to (a) conduct their businesses in the ordinary course of business consistent with past practice, (b) use commercially reasonable efforts to preserve its current relationships with the advisory clients of First Eagle, senior management employees or senior investment professionals and others having business dealings with it, subject to certain customary exceptions. \n

\n In addition, except (i) to the extent required by applicable law, (ii) as otherwise expressly contemplated by the merger agreement or (iii) as consented to in advance in writing by Victory (which consent will not be unreasonably withheld, conditioned or delayed, except with respect to certain actions as set forth in the merger agreement), First Eagle Seller has agreed that it will cause First Eagle and its subsidiaries not to, among other things: \n

\n •\n
\n

\n \n issue, sell, grant, pledge, transfer, deliver or authorize the issuance, delivery or sale of, any equity securities of First Eagle or any of its subsidiaries, or options with respect to, or warrants to purchase or rights to subscribe for; \n

\n •\n
\n

\n \n effect any recapitalization, reclassification, distribution, equity split or like change in its or its subsidiaries capitalization; \n

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\n •\n
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\n \n amend, modify, repeal or waive in any respect any provision of First Eagle or its subsidiaries organizational documents or amend any privacy policy in a manner materially adverse to Victory; \n

\n •\n
\n

\n \n make any redemption or purchase of First Eagle or its subsidiaries’ equity interests, except as permitted in certain company plans; \n

\n •\n
\n

\n \n sell, lease, assign, pledge, subject to a lien, or transfer any tangible assets, rights, properties or claims of First Eagle or its subsidiaries, except for (i) assets or rights with a fair market value or replacement cost not in excess of $3,000,000 in the aggregate, (ii) assets or rights not otherwise material to First Eagle or its subsidiaries’ business, (iii) in the ordinary course of business obsolete assets, or (iv) sales of loans held for sale in the ordinary course of business; \n

\n •\n
\n

\n \n sell, assign, transfer or allow to lapse any material intellectual property, or disclose any trade secrets to any third party; \n

\n •\n
\n

\n \n amend, assign, terminate or waive any material rights under or cancel any material contract, other than in the ordinary course of business or the expiration of a material contract pursuant to its terms, or not require an aggregate expenditure by First Eagle and its subsidiaries exceeding $100,000; \n

\n •\n
\n

\n \n subject to certain exceptions, make any capital contribution to, or investment in, any other person, in any amount in excess of $1,000,000 in the aggregate, other than in the ordinary course of business when forming new fund subsidiaries, or acquire any interest or purchase any assets or equity securities of any person; \n

\n •\n
\n

\n \n make or forgive any loan or advance to any service provider of First Eagle, other than advances of routine business expenses make to such service providers in connection with the performance of their duties, pursuant to First Eagle policies and in the ordinary course of business; \n

\n •\n
\n

\n \n adopt or enter into a plan or agreement of complete or partial liquidation or dissolution; \n

\n •\n
\n

\n \n commence or settle any litigation solely for monetary damages against or involving First Eagle or its subsidiaries if the amount payable by or to First Eagle or its subsidiaries would exceed $250,000 individually and $2,500,000 in the aggregate; \n

\n •\n
\n

\n \n make or change any material tax election, adopt or change any material accounting period or method with respect to taxes, enter into any closing agreement with respect to a material amount of taxes, or surrender any right to claim a material refund of taxes; \n

\n •\n
\n

\n \n make any change in First Eagle’s accounting or financial reporting principles, practice or methods, except as required by GAAP; \n

\n •\n
\n

\n \n make or authorize any capital expenditure other than any capital expenditures that, together with any other capital expenditures since the date of the merger agreement, do not exceed $2,500,000 in the aggregate; \n

\n •\n
\n

\n \n declare, set aside or pay any non-cash dividend or other distribution of non-cash assets in respect of capital stock or equity interests of First Eagle or its subsidiaries, except for dividends or distributions consisting of seed capital; \n

\n •\n
\n

\n \n incur any indebtedness for borrowed money other than (A) in an amount not exceeding $5,000,000 in the aggregate, (B) indebtedness that will be repaid prior to or on the closing date, or (C) incurred in connection with the financing of a collateralized loan obligation in the ordinary course; \n

\n •\n
\n

\n \n make a capital contribution to, or investment in, any person except to the extent necessary to maintain regulatory compliance, in any amount in excess of $1,000,000 in the aggregate, other than in the ordinary course of business when forming new fund subsidiaries; \n

\n •\n
\n

\n \n enter into any new line of business, discontinue any line of business or any material business operations or introduce any new category or asset class of products other than natural extensions of existing products or on behalf of a client of First Eagle; \n

\n •\n
\n

\n \n knowingly take any action or fail to take any action, which action or failure to act could be reasonably expected to prevent or impede the acquisition from qualifying as a “reorganization” within the meaning of Section 368(a) of the tax code; \n

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\n •\n
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\n \n voluntarily abandon, materially modify, waive any material rights under or terminate any permit that is material to First Eagle or its subsidiaries, except as required by any governmental entity; \n

\n •\n
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\n \n create a new subsidiary of First Eagle, other than in the ordinary course of business and in accordance with the merger agreement; \n

\n •\n
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\n \n change the fiscal year; \n

\n •\n
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\n \n voluntarily divest First Eagle from management of the funds of First Eagle, other than in the ordinary course of business as determined by an adviser of First Eagle in exercise of its fiduciary duties; \n

\n •\n
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\n \n engage in any hedging or derivative transactions or other swap or arrangement which transfers to another person any economic consequences of ownership with respect to share consideration; or \n

\n •\n
\n

\n \n authorize, agree, resolve or consent to any of the foregoing. \n

\n Conduct of Business by Victory and Its Subsidiaries \n

\n In general, except (i) to the extent required by applicable law, (ii) as otherwise expressly contemplated by the merger agreement, or (iii) as consented to in writing by First Eagle Seller (which consent will not be unreasonably withheld, conditioned or delayed), Victory has agreed that it will and will cause its subsidiaries to conduct their businesses in the ordinary course of business. \n

\n In addition, except (i) to the extent required by applicable law, (ii) as otherwise expressly contemplated by the merger agreement or (iii) as consented to in writing by First Eagle Seller (which consent will not be unreasonably withheld, conditioned or delayed), until the closing date or the termination of the merger agreement, Victory has agreed not to do any of the following: \n

\n •\n
\n

\n \n declare or make or pay any distribution or dividend, other than the payment of dividends that are payable in the ordinary course of business and consistent with past practice; \n

\n •\n
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\n \n make any redemption or purchase of its equity interests, except in the ordinary course of business consistent with past practice; \n

\n •\n
\n

\n \n amend or restate its organizational documents in a manner that would (i) have a disproportionate adverse effect on First Eagle Seller as compared to the other holders of Victory common stock or (ii) conflict with any provision of the merger agreement or other transaction documents; \n

\n •\n
\n

\n \n enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of, unless equitable adjustments are made to the share consideration to the extent necessary to provide First Eagle Seller the same economic effect as contemplated by merger agreement prior to such event; \n

\n •\n
\n

\n \n agree or commit to do any of the foregoing. \n

\n Exclusive Dealing \n

\n Each of First Eagle Seller and First Eagle has agreed that, until the earlier of the closing and the termination of the merger agreement, First Eagle Seller and First Eagle will not, directly or indirectly initiate, solicit, encourage or facilitate the submission of proposals or offers from, provide any confidential information relating to First Eagle or its subsidiaries to, approve, endorse or recommend, or participate in discussions or negotiations or enter into any agreement with, any person (other than Victory and its affiliates) concerning the sale of First Eagle or any of its subsidiaries. \n

\n Efforts to Hold the Special Stockholders’ Meeting and Submit the Proposals to a Stockholder Vote; Recommendation of the Victory Board \n

\n Victory has agreed to take all action necessary to duly call and give notice of and commence mailing of the proxy statement to all Victory stockholders as of the record date established for, and no later than 30 days following the date that the SEC confirms that it does not intend to review the preliminary proxy statement or has no further comments to the preliminary proxy statement, hold the special meeting. \n

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\n Under the merger agreement, the Victory board may effect an Adverse Recommendation Change (as such term is defined in the merger agreement) with respect to the share issuance proposal if the following conditions are satisfied: (i) Victory must promptly notify First Eagle Seller, in writing, at least five business days (the “intervening event notice period”) before taking such action of its intent to consider such action, (ii) Victory must negotiate with First Eagle Seller in good faith during the intervening event notice period to make such adjustments in the terms and conditions of the merger agreement so that the underlying facts giving rise to, and the reasons for taking such action, cease to constitute an Intervening Event (as such term is defined in the merger agreement), if First Eagle Seller, in its discretion, proposes to make such adjustments and (iii) the Victory board (or a committee thereof) must determine in good faith, after consultation with its financial advisors and outside legal counsel, that the failure to effect such Adverse Recommendation Change, after taking into account any adjustments proposed by First Eagle Seller during the intervening event notice period, would cause the Victory board to be in breach of its fiduciary duties under applicable law. \n

\n Victory has agreed to submit the share issuance proposal, even if the Victory board has made an Adverse Recommendation Change, unless the merger agreement has been validly terminated pursuant to its terms. \n

\n Victory may adjourn or postpone the special meeting (i) to obtain a quorum of its stockholders, (ii) to solicit additional proxies, in the event that Victory has not received proxies representing a sufficient number of shares of Victory common stock to obtain approval of the share issuance proposal, or (iii) as reasonably determined by Victory to comply with applicable law. If on a date for which the special meeting is scheduled, Victory has not received proxies representing a sufficient number of shares of Victory common stock to obtain approval of the share issuance proposal, whether or not a quorum is present, Victory will have the right to postpone or adjourn (and First Eagle Seller will have the right to require Victory to postpone or adjourn) the special meeting one or more times for not more than an aggregate of 20 days, solely for the purpose of soliciting shares of Victory common stock to obtain such approval. \n

\n Efforts to Consummate the Acquisition; Regulatory Filings \n

\n The parties have agreed to use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the acquisition and other transactions contemplated by the merger agreement, including satisfying the respective closing conditions set forth in the merger agreement. Notwithstanding the foregoing, (i) Victory is not required to take any actions under the regulatory efforts covenant that would be reasonably expected to, individually or in the aggregate, have a material adverse effect on (i) First Eagle and its subsidiaries or (ii) Victory and its subsidiaries without giving effect to the consummation of the transactions contemplated by the merger agreement and (ii) First Eagle Seller, First Eagle and their respective affiliates are not required to take any actions or accept any remedies with respect to First Eagle or any affiliate of First Eagle Seller that are not conditioned upon the consummation of the transactions contemplated by the merger agreement. See “— Regulatory Clearances Required to Consummate the Acquisition.” \n

\n Indemnification and Insurance Covenants \n

\n Victory has agreed that all rights to indemnify and provide advancement of expenses to each person who is prior to the closing, or who has been at any time prior to the closing, an officer, director or employee of First Eagle or its subsidiaries (the “indemnified parties”) against losses in connection with any claim, suit proceeding or investigation to the extent arising out of the fact that such person is or was an officer, director or employee of First Eagle or its subsidiaries and pertaining to any matter existing or occurring prior to the closing. For six years after the closing date and subject to applicable law, Victory will not permit First Eagle or its subsidiaries to amend or modify in any way adverse to the indemnified parties, the exculpation and indemnification provisions set forth in the organizational documents of First Eagle and its subsidiaries, and Victory will cause to be maintained in effect the current policies of directors’ and officers’ liability insurance maintained by or on behalf of First Eagle as of the execution date, provided Victory may substitute such policies with a substantially comparable insurer of at least the same coverage and amounts containing the terms and conditions that are no less advantageous to the insured. \n

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\n At or prior to the closing, Victory, or at Victory’s request, First Eagle, will purchase a six-year “tail” prepaid directors’ and officers’ liability insurance policy, effective as of the closing. Victory will bear 100% of the expenses in respect of the directors’ and officers’ liability insurance policy. \n

\n First Eagle Client Consents \n

\n First Eagle has a wide range of clients, including registered investment companies that are open-end and closed-end funds, separately managed accounts and private investment funds. Each of First Eagle’s investment advisory agreements with First Eagle clients may not be “assigned” to Victory Capital Management Inc. without the consent of the client under the terms of the agreements and under applicable law and, in the case of investment advisory agreements with First Eagle clients that are registered funds, such agreements terminate automatically in the event of their “assignment.” The acquisition would result in a deemed “assignment” of such investment advisory agreements under their terms and applicable law. Under the terms of the merger agreement, First Eagle Seller is required to cause First Eagle to use reasonable best efforts to obtain all required client consents. In connection with the foregoing obligation, each open-end registered fund’s board will be asked to approve a reorganization of the fund into a corresponding, newly established fund and, if approved by the board, the proposal to reorganize the fund will be submitted to the shareholders of the fund for approval. In addition, each closed-end registered fund’s board will be asked to approve a new investment advisory agreement in order for Victory Capital Management Inc. to act as the fund’s investment adviser and, if approved, each such fund’s new investment advisory agreement will be submitted to the shareholders of the fund for their approval. \n

\n As a condition to closing, under the merger agreement, it is a mutual condition to First Eagle Seller’s and Victory’s obligation to consummate the transactions contemplated by the merger agreement that First Eagle Seller is required to deliver First Eagle client consents (in relation to the assignment of investment advisory agreements described above) representing at least 75% of the Base Revenue Run-Rate. There can be no assurance that First Eagle Seller will deliver First Eagle client consents in an amount sufficient to satisfy the closing condition. In addition, even if First Eagle Seller delivers First Eagle client consents in excess of this amount, there can be no assurance that First Eagle Seller will deliver First Eagle client consents equal to 100% of the Base Revenue Run-Rate. See “Risk Factors — Risk Related to the Transactions Contemplated by the Merger Agreement.” See also “Merger Agreement — Terms of the Acquisition,” for a discussion of the purchase price adjustment related to client consents. \n

\n Financing Cooperation \n

\n Under the merger agreement, First Eagle and its subsidiaries will use their reasonable best efforts to, and will use their reasonable best efforts to cause their respective representatives to, provide (a) all reasonable cooperation in connection with the debt financing as may be reasonably requested by Victory and (b) customary information in connection with the debt financing, subject in each case to certain limitations set forth in the merger agreement. \n

\n In connection with the acquisition, Victory intends to, in coordination with First Eagle, fully repay all loans outstanding and terminate all commitments available under the First Eagle credit agreement. In furtherance thereof, the merger agreement provides that First Eagle will, and will cause its subsidiaries to, deliver notices of prepayment within the time periods required by the First Eagle credit agreement, and obtain customary payoff letters, lien terminations and instructions of discharge and give any other necessary notices to allow for the payoff, discharge and termination of the indebtedness under the First Eagle credit agreement. \n

\n With respect to the 7.25% Senior Secured Notes due 2032 (the “2032 Notes”) issued by First Eagle Holdings, while it is currently anticipated that 2032 Notes will remain outstanding following the closing, the merger agreement provides that, to the extent requested by Victory, First Eagle and its subsidiaries will take all actions required under the 2032 Notes indenture to redeem, in whole or in part, the 2032 Notes in connection with the acquisition, including preparing and delivering any required notices, certificates, or other documentation reasonably required to release the liens securing the obligations in respect of the 2032 Notes and the 2032 Notes indenture. \n

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\n Excess Cash and Seed Capital \n

\n First Eagle Seller has agreed to use commercially reasonable efforts to cause First Eagle to liquidate Seed Capital (as such term is defined in the merger agreement) in excess of the amount of such Seed Capital required to manage First Eagle’s products on or prior to the closing of the transactions contemplated by the merger agreement and distribute such amounts of cash and working capital to First Eagle Seller prior to closing, such that the Seed Capital will be as close to zero as commercially practicable. \n

\n Conditions to Consummation of the Acquisition \n

\n The obligations of Victory to consummate the acquisition are subject to the satisfaction (or waiver by Victory) of the following conditions: \n

\n •\n
\n

\n \n since the date of the merger agreement, no Material Adverse Effect has occurred with respect to First Eagle. \n

\n The obligations of First Eagle to consummate the acquisition are subject to the satisfaction (or waiver by First Eagle) of the following conditions: \n

\n •\n
\n

\n \n the accuracy of the representations and warranties of Victory in the merger agreement as of its date and as of the closing, subject to customary materiality standards; and \n

\n •\n
\n

\n \n performance in all material respects of all agreements and covenants required to be performed or complied with under the merger agreement by Victory at or prior to the closing. \n

\n The obligations of Victory and First Eagle to consummate the acquisition are also subject to the satisfaction or waiver of the following mutual conditions: \n

\n •\n
\n

\n \n First Eagle client consents at closing representing at least 75% of the Base Revenue Run-Rate; \n

\n •\n
\n

\n \n no court of competent jurisdiction will have issued an order which prevents the consummation of the transactions contemplated by the merger agreement; \n

\n •\n
\n

\n \n any waiting period or extension thereof applicable to the transactions contemplated by the merger agreement under the HSR Act having been terminated, expired or obtained, as applicable; and \n

\n •\n
\n

\n Other Covenants and Agreements \n

\n The merger agreement contains certain other covenants and agreements, including, among other things, covenants relating to: \n

\n •\n
\n

\n \n access by each party to certain information about the other party during the period prior to the closing date or termination of the merger agreement, as applicable; \n

\n •\n
\n

\n \n termination of First Eagle affiliate transactions; \n

\n •\n
\n

\n \n mutual releases for pre-closing claims; \n

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\n •\n
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\n \n certain pre-closing and post-closing employee matters; \n

\n •\n
\n

\n \n certain tax matters; \n

\n •\n
\n

\n \n compliance with Section 15(f) of the Investment Company Act of 1940; \n

\n •\n
\n

\n \n the listing of Victory common stock to be issued pursuant to the share issuance on the Nasdaq Global Select Market; \n

\n •\n
\n

\n \n new product development; \n

\n •\n
\n

\n \n matters regarding Section 280G of the Internal Revenue Code; \n

\n •\n
\n

\n \n termination of certain indebtedness; and \n

\n •\n
\n

\n \n Victory equity issuances prior to closing. \n

\n Termination of the Merger Agreement \n

\n First Eagle Seller and Victory may mutually agree to terminate the merger agreement before consummating the acquisition. \n

\n In addition, either Victory or First Eagle may terminate the merger agreement if: \n

\n •\n
\n

\n \n a breach of or failure by the applicable party to perform any representation, warranty, covenant or agreement on the part of First Eagle Seller, Merger Sub 1, Merger Sub 2 or Victory set forth in the merger agreement has occurred, which breach or failure to perform (i) would give rise to the failure of a closing condition and (ii) such breach has not been cured within 20 business days after written notice is delivered to the breaching party; provided that the terminating party is not then in breach with respect to any of its representations, warranties, covenants or other agreements contained in the merger agreement that would cause the closing conditions not to be satisfied; \n

\n •\n
\n

\n Amendments and Waivers \n

\n Neither the merger agreement nor any of the terms thereof may be terminated, amended, or modified except as agreed in writing by Victory and First Eagle Seller. \n

\n Specific Performance \n

\n Governing Law \n

\n The merger agreement is governed by the laws of the State of Delaware, and each party irrevocably submits to the jurisdiction of the Court of Chancery of the State of Delaware and any appellate court therefrom, or, solely to the extent such court declines subject-matter jurisdiction, the United States District Court for the District of Delaware and any appellate court therefrom, to resolve any disputes in connection therewith. \n

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\n THE GENSTAR SHAREHOLDER AGREEMENT \n

\n The following is a description of the material terms of the Genstar shareholder agreement that Victory will enter into with First Eagle Seller and Genstar concurrently with the consummation of the acquisition. The Genstar shareholder agreement will set forth various arrangements and restrictions with respect to the governance of Victory and certain rights of Genstar Holder in its capacity as a shareholder of Victory. \n

\n A copy of the form of the Genstar shareholder agreement is attached hereto as Annex B. The following summary of the terms of the Genstar shareholder agreement is not a complete description thereof and is qualified in its entirety by the full text thereof. \n

\n Standstill \n

\n Subject to the terms of the Genstar shareholder agreement, Genstar Holder agrees, among other things and subject to certain exceptions, not to engage in certain actions without the approval of the Victory board until the three-year anniversary of the closing of the acquisition (the “standstill period”), including: \n

\n •\n
\n

\n \n subject to certain exceptions, acquire beneficial ownership of equity securities of Victory if after giving effect to such acquisition, the Genstar Holder would own in excess of 4.9% of Victory’s equity securities; \n

\n •\n
\n

\n \n propose or initiate any tender or exchange offer involving any equity securities of Victory or any other business combination or similar transaction; \n

\n •\n
\n

\n \n solicit any proxy or other authority to vote or conduct any other referendum with respect to the voting securities of Victory, become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A under the Securities Exchange Act of 1934) or knowingly assist any person in any “solicitation” or any proxy, in each case other than to effect the election of Holder’s designees to the Victory board pursuant to the terms of the Genstar shareholder agreement; \n

\n •\n
\n

\n \n form or knowingly participate in any partnership, limited partnership, syndicate or group (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with respect to voting securities of Victory, or otherwise act, alone or in concert, to seek to control Victory’s policies or management or other than pursuant to the Genstar shareholder agreement, seek to remove any member of the Victory board or obtain representation on the Victory board; \n

\n •\n
\n

\n \n grant any proxy to vote at a meeting of Victory’s stockholders or deposit any voting securities of Victory in any voting trust or subject any voting securities of Victory to any voting agreement (subject to certain exceptions); \n

\n •\n
\n

\n \n engage in certain public proposals to amend the foregoing standstill provisions in the Genstar shareholder agreement or make public statements that would require Victory to make a public announcement regarding the standstill provisions in the Genstar shareholder agreement; or \n

\n •\n
\n

\n \n enter into any discussion, negotiation, agreement, arrangement or understanding concerning any of the above or knowingly encourage, knowingly assist, solicit, seek, or seek to cause any person to undertake any action inconsistent with the standstill provisions in the Genstar shareholder agreement. \n

\n Ownership Limitations \n

\n During the standstill period, subject to certain exceptions, Genstar Holder will be prohibited from acquiring equity securities of Victory if after giving effect to such acquisition, the Genstar Holder would own in excess of 4.9% of Victory’s equity securities. Following the expiration of the standstill period, Genstar Holder may not acquire in excess of 24.9% of the voting securities of Victory. Notwithstanding the foregoing ownership restrictions, at any time following the standstill period, Genstar Holder may (a) make an offer to acquire a majority (or more) of the total of the outstanding shares of capital stock of Victory (which includes a majority of the voting shares of capital stock of Victory), (b) propose or initiate a tender or exchange offer involving equity securities of Victory or any other business combination, including an acquisition, merger, recapitalization, restructuring or similar transaction that would result in Genstar \n

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\n Holder owning a majority (or more) of the total of the outstanding shares of capital stock of Victory (which includes a majority of the voting shares of capital stock of Victory), or (c) execute and consummate any of the transactions described in (a) and (b), and in connection with the consummation of any such acquisition, the foregoing ownership restrictions will terminate. \n

\n Transfer Restrictions \n

\n Under the terms of the Genstar shareholder agreement, Genstar Holder (and any affiliates of Genstar Holder to whom Genstar Holder has transferred such shares) agrees not to transfer any of its shares of Victory’s capital stock received as consideration in the transaction or issued, purchased or exchanged pursuant to the terms of the Genstar shareholder agreement, until the three-year anniversary date of the closing of the acquisition, subject to certain exceptions. \n

\n In addition, until the five-year anniversary of the closing of the transaction, Genstar Holder agrees not to consummate any privately negotiated transfer of equity securities which would result in any person or group having beneficial ownership of 10% or more of the outstanding capital stock of Victory after giving effect to such transfer (other than a transfer to any person or group having beneficial ownership of 50% of Victory prior to the transfer), subject to certain exceptions in the case of a transfer of equity securities in a registered underwritten offering or registered or Rule 144 sale to the public through a broker or underwriter where Genstar Holder does not direct the broker or underwriter with respect to the ultimate purchasers, or in a tender offer, exchange offer, merger, business combination or other similar transaction (provided that in a third-party tender or exchange offer, such tender or exchange offer must be with respect to at least a majority of the outstanding shares of Victory common stock and otherwise approved by the Victory board). \n

\n Board Representation \n

\n Under the terms of the Genstar shareholder agreement: \n

\n (a) for so long as Genstar Holder, together with its permitted transferees, owns at least 50% of the Holder’s Share Amount, Genstar Holder will have the right to require Victory to nominate and use reasonable best efforts (subject to applicable law and the exercise of the Victory board’s fiduciary duties) to have two (2) individuals designated by Genstar Holder elected to the Victory board; and \n

\n (b) for so long as Genstar Holder, together with its permitted transferees, owns at least 33% but less than 50% of the Holder’s Share Amount, Genstar Holder will have the right to require Victory to nominate and use reasonable best efforts (subject to applicable law and the exercise of the Victory board’s fiduciary duties) to have one (1) individual designated by Genstar Holder elected to the Victory board, in each case as reasonably acceptable to Victory. \n

\n For so long as Genstar Holder has the right to nominate at least one director to the Victory board, subject to applicable law or applicable rules or regulations of any stock exchange (including as to any eligibility or qualification requirements) and the exercise of the Victory board’s fiduciary duties, Genstar Holder will also have the right to have one of its selected directors serve on each committee of the Victory board. \n

\n Consent Rights \n

\n Subject to Genstar Holder and its permitted transferees maintaining ownership of 50% of the Genstar Holder’s Share Amount, without the approval of Genstar Holder, Victory may not: \n

\n (i) amend any provision of Victory’s certificate of incorporation, the Convertible Preferred Stock Certificate of Designations, the Bylaws of Victory or the Genstar shareholder agreement in a manner that would reasonably be expected to be material and disproportionate to Genstar Holder relative to holders of Victory common stock or that modifies any of Genstar Holder’s specific and enumerated rights thereunder; \n

\n (ii) subject to certain exceptions, enter into or materially modify certain agreements with (a) Crestview Victory, L.P. or any of the funds managed by it, (b) the Employee Shareholders Committee of Victory or (c) Amundi Asset Management S.A.S (other than commercial agreements), unless in case of clauses (a), (b) or (c), such agreement is approved by a majority of the disinterested directors on the Victory board; \n

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\n (iii) enter into or modify any agreement with a stockholder holding the same or a lesser ownership percentage as Holder, which agreement provides such stockholder nomination rights to the Victory board that would result in such stockholder having a greater number of directors on the Victory board than Holder; or \n

\n (iv) enter into any agreement to do any of the foregoing. \n

\n For so long as any shares of Victory Series B convertible preferred stock are outstanding, without the approval of Genstar Holder, Victory may not: \n

\n (i) amend or modify the Convertible Preferred Stock Certificate of Designations; \n

\n (ii) amend or modify any provision of Victory’s certificate of incorporation, the Convertible Preferred Stock Certificate of Designations, the Bylaws of Victory in a manner that would have a significant and adverse effect on the rights, preference and privileges of the Victory Series B convertible preferred stock (provided that the creation, authorization or issuance of any new class or series of capital stock of Victory or the increase in the number of authorized shares of any class or series of capital stock of Victory other than the Victory Series B convertible preferred stock will not be deemed “significant and adverse”); \n

\n (iii) issue additional shares of Victory Series B convertible preferred stock to the extent not permitted by the terms of the Convertible Preferred Stock Certificate of Designations, the merger agreement or the Genstar shareholder agreement; or \n

\n (iv) enter into any agreement to do any of the foregoing. \n

\n Registration Rights \n

\n Subject to the transfer restrictions described above, under the terms of the Genstar shareholder agreement, Victory is required to file, as promptly as practicable after the closing, a registration statement for a shelf registration covering the resale of all of (i) the Victory common stock acquired by Genstar Holder as consideration in the transaction (or any equityholder of Genstar Holder to the extent such shares are distributed to such persons), (ii) the Victory common stock issuable upon the conversion of the Victory Series B convertible preferred stock acquired by Genstar Holder as consideration in the transaction and (iii) any other securities issued or issuable by Victory with respect to any shares of Victory common stock described in clauses (i) or (ii) by way of share split, share dividend, distribution, merger, exchange or other similar event, or upon the exercise of any participation rights pursuant to the terms of the Genstar shareholder agreement. \n

\n In addition, subject to the transfer restrictions described above, Genstar Holder is entitled to request that Victory effect a total of five underwritten offerings of Holder’s registerable securities (subject to limitations on the number of underwritten offerings that may be requested by Genstar Holder in a given period and provided that the anticipated gross proceeds of any such underwritten offering exceed $250,000,000 (or $100,000,000 if the offering is for all of the registrable securities Genstar Holder then owns)). Subject to the transfer restrictions described above, Genstar Holder also has certain customary “piggyback” registration rights with respect to Victory’s registration of Victory common stock for the account of other persons (subject to certain exceptions, underwriter cutbacks and the rights of other holders of Victory’s equity securities). \n

\n Participation Right \n

\n Genstar Holder is entitled to participate pro-rata in certain issuances by Victory of equity securities for so long as Genstar Holder owns at least 40% of the Holder’s Share Amount. If Genstar Holder is not entitled to participate in certain equity issuances by Victory as a result of such issuance being exempt under the terms of the Genstar shareholder agreement, then Genstar Holder has the right to acquire Victory common stock in open market purchases in an amount equal to what Genstar Holder would have been entitled to purchase if it was permitted to participate in the exempt issuance. Genstar Holder’s rights to participate in certain equity issuances by Victory or purchase Victory common stock on the open market are subject to certain voting ownership limitations. \n

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\n Exchange of Common Stock \n

\n At any time following the closing of the transaction, Genstar Holder and its affiliates may exchange any shares of Victory common stock held by it for shares of Victory Series B convertible preferred stock on a one-to-one basis. Genstar Holder and its affiliates may be required to exchange shares of Victory common stock held by it for shares of Victory Series B convertible preferred stock under certain circumstances described in the Genstar shareholder agreement. \n

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\n PROPOSAL 1: ISSUANCE OF SHARES PURSUANT TO THE ACQUISITION \n

\n Under the Nasdaq listing rules, a company listed on the Nasdaq Global Select Market is required to obtain stockholder approval prior to the issuance of securities in connection with the acquisition of another company where, due to the present or potential issuance of common stock or securities convertible into or exercisable for common stock, other than a public offering for cash, the number of shares of common stock to be issued is or will be equal to 20% or more of the number of shares of common stock outstanding before the issuance. \n

\n As discussed elsewhere in this proxy statement, at the closing of the acquisition, Victory will be obligated to pay and/or issue to First Eagle Seller a combination of (a) cash, (b) newly issued shares of Victory common stock representing 4.9% of the number of issued and outstanding shares of Victory common stock, after giving effect to that issuance, and (c) newly issued shares of Victory Series B convertible preferred stock. The base purchase price for the acquisition is $7.03 billion (subject to adjustment as contemplated in the merger agreement, including a reduction for the amount of First Eagle’s funded debt and other debt-like items) of which the share consideration component has an aggregate value of $2 billion. The number of shares of Victory common stock to be issued to First Eagle Seller will be equal to 4.9% of the number of shares of Victory common stock after giving effect to such issuance and based on the Victory common stock outstanding as of the close of business on the second business day prior to the closing date, with such Victory common stock valued at $116.26 per share as set forth in the merger agreement. Assuming the share issuance proposal is approved, the remaining balance of the $2 billion share consideration will be issued in shares of Victory Series B convertible preferred stock, valued at $116.26 per share as set forth in the merger agreement. As of August 31, 2026, there were 61,894,728 outstanding shares of Victory common stock and 20,036,821 outstanding shares of Victory Series A convertible preferred stock. Assuming the same number of shares of Victory common stock and Victory Series A convertible preferred stock are outstanding as of immediately prior to the closing, and assuming the share issuance proposal is approved, the Victory Series B convertible preferred stock and Victory common stock issued to First Eagle Seller, will in the aggregate represent 17.4% of the outstanding shares of Victory capital stock (including all series of common and preferred stock) after giving effect to such issuances. Because the aggregate number of shares of Victory common stock to be issued to First Eagle Seller under the merger agreement (inclusive of shares of Victory common stock issuable upon the automatic conversion of the Victory Series B convertible preferred stock as a result of transfers to unaffiliated third parties as set forth in the Convertible Preferred Stock Certificate of Designations) will exceed 20% or more of the shares of Victory common stock outstanding prior to the issuance, Victory must obtain the approval of its stockholders for the issuance of these securities to First Eagle Seller in connection with the acquisition. \n

\n The shares of Victory common stock and Victory Series B convertible preferred stock that will be issued to First Eagle Seller pursuant to the share issuance will not be registered under the securities laws of the United States, including the Securities Act, or any other jurisdiction and will be issued and transferred pursuant to a “private placement” exempt from registration under the Securities Act. \n

\n For detailed information regarding this share issuance proposal, see the information about the acquisition and the share issuance contained throughout this proxy statement, including the information set forth in the sections of this proxy statement entitled “The Transaction — Victory Series B Convertible Preferred Stock,” and the “The Merger Agreement.” A copy of the merger agreement is attached to this proxy statement as Annex A. \n

\n Vote Required and the Victory Board’s Recommendation \n

\n Approval of the share issuance proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting. Abstentions will have the same effect as a vote against the share issuance proposal. Broker non-votes will have no effect on the outcome of the share issuance proposal. \n

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\n The Victory board recommends that Victory stockholders vote “FOR” the share issuance proposal. \n

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\n PROPOSAL 2: APPROVAL OF POSSIBLE ADJOURNMENT \n

\n If, at the special meeting, the Victory board determines that it is necessary or appropriate to adjourn or postpone the special meeting to solicit additional proxies if there are not sufficient votes at the time of the special meeting to approve the share issuance proposal, Victory intends to move to adjourn or postpone the special meeting to a later date or time. If the Victory board determines that adjournment or postponement of the special meeting is necessary or appropriate, Victory will ask its stockholders to vote only upon the adjournment proposal and not on the share issuance proposal. \n

\n If Victory stockholders approve the adjournment proposal, Victory could adjourn or postpone the special meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously voted. Among other things, approval of the adjournment proposal could mean that, even if Victory had received proxies representing a sufficient number of votes against the share issuance proposal, Victory could adjourn or postpone the special meeting without a vote and seek to convince the holders of those shares to change their votes to vote in favor of the share issuance proposal. \n

\n Vote Required and the Victory Board’s Recommendation \n

\n Whether or not a quorum is present, approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Victory common stock present in person or proxy and entitled to vote at the special meeting. Any abstentions or attending non-votes will have the same effect as a vote against the adjournment proposal. Broker non-votes will have no effect on the outcome of the adjournment proposal. \n

\n The Victory board recommends that Victory stockholders vote “FOR” the adjournment proposal.\n

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\n UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION \n

\n Description of Acquisition \n

\n On August 25, 2026, Victory entered into the merger agreement pursuant to which Victory will acquire First Eagle, subject to the satisfaction of the closing conditions. At the closing of the transactions contemplated by the merger agreement, Victory will acquire First Eagle by means of a two-step merger whereby Merger Sub 1 will merge with and into First Eagle, with First Eagle surviving such merger, followed immediately by the merger of First Eagle with and into Merger Sub 2, with Merger Sub 2 continuing as a surviving wholly owned subsidiary of Victory. \n

\n Unaudited Pro Forma Financial Statements \n

\n The unaudited pro forma combined financial information of Victory is comprised of (i) the unaudited pro forma condensed combined balance sheet as of June 30, 2026, (ii) the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025, and (iii) the accompanying notes (collectively, the “Unaudited Pro Forma Combined Financial Information”). \n

\n The Unaudited Pro Forma Combined Financial Information has been derived from (i) the historical unaudited condensed consolidated financial statements and related notes of Victory and First Eagle Holdings as of and for the six months ended June 30, 2026, and (ii) the historical audited consolidated financial statements and related notes of Victory and First Eagle Holdings for the year ended December 31, 2025, in each case, adjusted to give effect to (i) the acquisition (including the share issuance), (ii) the consummation by First Eagle of the acquisition of Diamond Hill Investment Group, Inc (“Diamond Hill”) and (iii) the financing transactions contemplated in connection with the acquisition (the “Financing Transactions”) which include the incurrence of indebtedness by Victory and the repayment of certain existing indebtedness of First Eagle. \n

\n The unaudited pro forma condensed combined balance sheet as of June 30, 2026 gives effect to the acquisition (including the share issuance) and the Financing Transactions as if they had occurred on June 30, 2026. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 give effect to the acquisition, the Diamond Hill acquisition and the Financing Transactions as if they had occurred on January 1, 2025. \n

\n The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 give effect to the acquisition (including the share issuance), the Diamond Hill acquisition and the Financing Transactions as if they had occurred on January 1, 2025 and combines Victory’s historical statement of operations for the year ended December 31, 2025 with First Eagle Holdings’ historical consolidated statements of operations for the periods from January 1, 2025 through August 14, 2025 (Predecessor) and August 15, 2025 through December 31, 2025 (Successor). \n

\n The Unaudited Pro Forma Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X and is presented for illustrative and informational purposes only. It is not intended to represent or be indicative of the financial position or results of operations that would have occurred if the transactions described above had occurred on the dates indicated, nor is it necessarily indicative of Victory’s future financial position or results of operations. The transaction adjustments are based on currently available information and include certain estimates and assumptions made by Victory’s management. Accordingly, actual results could differ materially from the Unaudited Pro Forma Combined Financial Information. \n

\n The Unaudited Pro Forma Combined Financial Information should be read together with (i) Victory’s audited consolidated financial statements and related notes included in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 26, 2026; (ii) First Eagle Holdings’ audited consolidated financial statements and related notes for the year ended December 31, 2025 and unaudited consolidated financial statements for the six months ended June 30, 2026, which are included beginning on page F-1 of this proxy statement; and (iii) Victory’s unaudited condensed consolidated financial \n

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\n statements and related notes included in its Quarterly Report on Form 10-Q for the six months ended June 30, 2026, filed with the SEC on August 6, 2026. \n

\n Diamond Hill Acquisition \n

\n On April 22, 2026, First Eagle completed the acquisition of Diamond Hill pursuant to the Agreement and Plan of Merger entered into by First Eagle Investments on December 10, 2025 to acquire all of the issued and outstanding capital stock of Diamond Hill for an aggregate purchase price of $469.3 million. First Eagle Holdings accounted for the Diamond Hill acquisition as a business combination under ASC 805. \n

\n First Eagle Holdings’ historical results of operations for the six months ended June 30, 2026 include Diamond Hill’s results of operations from the acquisition date through June 30, 2026. Accordingly, the Unaudited Pro Forma Condensed Combined Statements of Operations include adjustments to reflect the Diamond Hill acquisition as if it had occurred on January 1, 2025. See Note 6 for further details. \n

\n Financing Transactions \n

\n In connection with the acquisition, Victory entered into a debt commitment letter providing commitments for (i) an incremental term loan facility with an aggregate principal amount of up to $3.5 billion, (ii) a new revolving facility with an aggregate principal amount of up to $200.0 million, and (iii) a secured bridge facility with an aggregate principal amount of up to $950.0 million. The secured bridge facility will be reduced by the gross cash proceeds of any secured notes issued by Victory on or prior to the closing. \n

\n Victory expects to use the proceeds from the incremental term loan facility, together with the proceeds of the secured bridge facility (or any secured notes issued in lieu thereof), the proceeds of any borrowings under the new revolving facility and cash on hand to finance the cash portion of the merger consideration and to pay any related fees, commissions and expenses. Additionally, it is currently anticipated that Victory will assume First Eagle Holdings’ existing $575 million 7.25% senior secured notes due 2032. See Note 4 for further details. \n

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\n UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET \n

\n As of June 30, 2026 \n
\n (in thousands) \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		\n \n Victory \n \n Capital\n \n As Reported \n \n			\n \n First Eagle\n \n Holdings\n \n As \n \n Reclassified\n \n (Note 2) \n \n		\n \n Pro Forma \n \n
	\n \n Financing\n \n Adjustments \n \n		\n \n Notes \n \n			\n \n Transaction\n \n Accounting\n \n Adjustments \n \n		\n \n Notes \n \n		\n \n Pro forma\n \n Combined \n \n
\n Assets\n
\n \n Cash and cash equivalents \n \n			$	70,126				$	157,226		$	2,327,277	4(a)	$	(2,400,144)	5(a)	$	154,485
\n \n Restricted cash \n \n				—					8,758			—			—			8,758
\n \n Receivables \n \n				244,330					180,025			—			—			424,355
\n \n Prepaid expenses \n \n				22,422					17,479			—			—			39,901
\n \n Investments, at fair value \n \n				91,672					279,534			—			—			371,206
\n \n Loans held-to-maturity, net \n \n				—					8,952			—			—			8,952
\n \n Property and equipment, net \n \n				21,418					20,290			—			—			41,708
\n \n Goodwill \n \n				1,235,940					617,045			15,976	4(c)		2,072,274	5(b)		3,941,235
\n \n Other intangible assets, net \n \n				2,441,447					4,309,480			—			275,520	5(c)		7,026,447
\n \n Operating lease right-of-use assets \n \n				46,610					75,359			—			7,642	5(d)		129,612
\n \n Other assets \n \n				1,256					36,353			—			—			37,609
\n \n Assets of consolidated variable interest entities \n \n				—					5,339,828			—			—			5,339,828
\n \n Total assets\n \n			$	4,175,221				$	11,050,329		$	2,343,253		$	(44,708)		$	17,524,096
\n Liabilities and stockholders’ equity\n
\n \n Accounts payable and accrued expenses \n \n			$	77,525				$	62,236		$	(410)	4(b)	$	68,247	5(e)	$	207,598
\n \n Accrued compensation and benefits \n \n				85,499					156,127			—			—			241,626
\n \n Consideration payable for acquisition \n \n of business \n \n				53,199					—			—			—			53,199
\n \n Deferred tax liability, net \n \n				492,135					796,852			—			78,638	5(f)		1,367,625
\n \n Operating lease liabilities \n \n				44,165					78,845			—			4,156	5(d)		127,166
\n \n Other liabilities \n \n				79,662					84,454			—			—			164,116
\n \n Long-term debt, net \n \n				967,974					2,516,964			2,434,860	4(c)		—			5,919,798
\n \n Liabilities of consolidated variable interest entities \n \n				—					5,138,899			—			—			5,138,899
\n \n Total liabilities\n \n			\n \n	\n 1,800,159 \n				\n \n	\n 8,834,377 \n		\n \n	\n 2,434,450 \n		\n \n	\n 151,041 \n		\n \n	\n 13,220,028 \n
\n Stockholders’ equity\n
\n \n Common stock \n \n				886					2,004,334			—			(1,972,443)	5(g)		32,777
\n \n Preferred stock \n \n				200					—			—			140,137	5(g)		140,337
\n \n Additional paid-in capital \n \n				2,128,399					—			—			1,681,748	5(g)		3,810,147
\n \n Treasury stock, at cost \n \n				(1,028,046)					—			—			—			(1,028,046)
\n \n Accumulated other comprehensive income \n \n				7,033					10,875			—			(10,875)	5(g)		7,033
\n \n Retained earnings \n \n				1,266,590					57,266			(91,197)	4(d)		(34,316)	5(g)		1,198,343
\n \n Non-controlling interest \n \n				—					143,477			—			—			143,477
\n \n Total stockholders’ equity\n \n				2,375,062					2,215,952			(91,197)			(195,749)			4,304,068
\n \n Total liabilities and stockholders’ \n \n equity\n \n			$	4,175,221				$	11,050,329		$	2,343,253		$	(44,708)		$	17,524,096

\n 78\n
\n

\n TABLE OF CONTENTS\n

\n UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS \n

\n For the six months ended June 30, 2026 \n
\n (in thousands, except for earnings per share) \n

	\n \n Victory \n \n Capital As \n \n Reported \n \n			\n \n First Eagle\n \n Holdings\n \n As \n \n Reclassified\n \n (Note 2) \n \n	\n \n Financing \n \n Adjustments \n \n			\n \n Notes \n \n	\n \n Transaction \n \n accounting \n \n adjustments \n \n			\n \n Notes \n \n	\n \n Pro Forma \n \n Combined \n \n
\n Revenue\n
\n \n Investment management fees \n \n		$	678,612			$	750,818			$	—				$	—		$	1,429,430
\n \n Fund administration and distribution fees \n \n			144,738				54,495				—					—			199,233
\n \n Total revenue\n \n			823,350				805,313				—					—			1,628,663
\n Expenses\n
\n \n Personnel compensation and benefits \n \n			231,355				295,020				—					3,540	5(h)		529,916
\n \n Distribution and other asset-based expenses \n \n			136,000				83,594				—					—			219,594
\n \n General and administrative \n \n			43,530				91,761				—					—			135,291
\n \n Depreciation and amortization \n \n			41,161				55,502				—					(4,268)	5(i)		92,395
\n \n Change in value of consideration payable for acquisition of business \n \n			5,578				—				—					—			5,578
\n \n Acquisition-related costs \n \n			7,005				19,545				—					—	5(j)		26,550
\n \n Restructuring and integration costs \n \n			5,787				18,964				—					—			24,751
\n \n Total operating expenses\n \n			470,416				564,386				—					(728)			1,034,075
\n \n Income from operations\n \n			352,934				240,926				—					728			594,588
\n Other income (expense)\n
\n \n Interest income and other income (expense) \n \n			10,477				30,154				—					—			40,631
\n \n Interest expense and other financing costs \n \n			(26,273)				(98,731)				(60,744)			4(d)		—			(185,748)
\n \n Loss on debt extinguishment \n \n			(2,028)				—				—					—			(2,028)
\n \n Gain/(loss) from consolidated variable interest entities, net \n \n			—				2,563				—								2,563
\n \n Total other income (expense), net\n \n			(17,824)				(66,014)				(60,744)					—			(144,583)
\n \n Income before income taxes\n \n			335,110				174,912				(60,744)					728			450,006
\n \n Income tax expense\n \n		\n \n	\n (83,566) \n			\n \n	\n (58,830) \n				14,682					12,448	5(k)	\n \n	\n (115,266) \n
\n \n Net income\n \n			251,544				116,082				(46,062)					13,176			334,739
\n \n Non-controlling interest \n \n			—				9,544				—					—			9,544
\n \n Net income attributable to Victory Capital\n \n		$	251,544			$	106,538			$	(46,062)				$	13,176		$	325,195
\n Earnings per share of common stock(1)\n
\n \n Basic \n \n		$	3.04															$	3.37
\n \n Diluted \n \n		$	3.01															$	3.35
\n Weighted average number of shares outstanding\n
\n \n Basic \n \n			62,889				—												66,078
\n \n Diluted \n \n			63,593				—												66,782
\n \n Dividends declared per share of common stock\n \n		$	0.99															$	0.99

\n (1)\n
\n

\n \n Refer to Note 7. Earnings per share for details regarding the impact of the share issuance of Victory common stock and Victory Series B convertible preferred stock on Earnings per share of common stock. \n

\n 79\n
\n

\n TABLE OF CONTENTS\n

\n UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS \n

\n For the year ended December 31, 2025 \n
\n (in thousands, except for earnings per share) \n

	\n \n Victory\n \n Capital\n \n (Historical) \n \n			\n \n First Eagle\n \n Holdings\n \n As \n \n Reclassified\n \n (Note 2) \n \n	\n \n Financing\n \n Adjustments \n \n			\n \n Notes \n \n	\n \n Transaction\n \n accounting\n \n adjustments \n \n			\n \n Notes \n \n	\n \n Pro Forma\n \n Combined \n \n
\n Revenue\n
\n \n Investment management fees \n \n		$	1,045,469			$	1,198,815			$	—				$	—		$	2,244,284
\n \n Fund administration and distribution fees \n \n			260,662				98,408				—					—			359,070
\n \n Total revenue\n \n			1,306,131				1,297,223				—					—			2,603,354
\n Expenses\n
\n \n Personnel compensation and benefits \n \n			362,991				538,515				—					7,081	5(h)		908,586
\n \n Distribution and other asset-based expenses \n \n			231,991				150,136				—					—			382,127
\n \n General and administrative \n \n			83,319				149,148				—					—			232,467
\n \n Depreciation and amortization \n \n			72,851				73,564				—					27,945	5(i)		174,360
\n \n Change in value of consideration payable for acquisition of business \n \n			11,403				—				—					—			11,403
\n \n Acquisition-related costs \n \n			35,479				127,381				—					90,000	5(j)		252,860
\n \n Restructuring and integration costs \n \n			29,674				118,973				—					—			148,647
\n \n Total operating expenses\n \n			827,708				1,157,717				—					125,026			2,110,451
\n \n Income from operations\n \n			478,423				139,506				—					(125,026)			492,903
\n Other income (expense)\n
\n \n Interest income and other income (expense) \n \n			15,298				43,440				—					—			58,738
\n \n Interest expense and other financing costs \n \n			(54,787)				(163,935)				(156,720)			4(e)		—			(375,442)
\n \n Loss on debt extinguishment \n \n			(614)				—				—					—			(614)
\n \n Gain/(loss) from consolidated variable interest entities, \n \n net \n \n			—				(2,661)				—					—			(2,661)
\n \n Total other income (expense), net\n \n			(40,103)				(123,156)				(156,720)					—			(319,979)
\n \n Income before income taxes\n \n			438,320				16,351				(156,720)					(125,026)			172,924
\n \n Income tax expense\n \n		\n \n	\n (108,258) \n			\n \n	\n (32,972) \n			\n \n	\n 38,005 \n					41,448	5(k)	\n \n	\n (61,777) \n
\n \n Net income\n \n			330,062				(16,622)				(118,716)					(83,577)			111,147
\n \n Non-controlling interest \n \n			—				13,729				—					—			13,729
\n \n Net income attributable to Victory Capital\n \n		$	330,062			$	(30,351)			$	(118,716)				$	(83,577)		$	97,418
\n Earnings per share of common stock(1)\n
\n \n Basic \n \n		$	4.13															$	1.25
\n \n Diluted \n \n		$	4.08															$	1.23
\n Weighted average number of shares outstanding\n
\n \n Basic \n \n			65,439																68,629
\n \n Diluted \n \n			66,376																69,565
\n \n Dividends declared per share of common stock\n \n		$	1.94															$	1.94

\n (1)\n
\n

\n 80\n
\n

\n TABLE OF CONTENTS\n

\n Note 1. Basis of Pro Forma Preparation \n

\n This Unaudited Pro Forma Combined Financial Information has been derived from the unaudited condensed consolidated financial statements of Victory Capital Holdings, Inc. (“Victory” or “Victory Capital”) and First Eagle Holdings as of and for the six months ended June 30, 2026, and the audited consolidated financial statements of Victory and First Eagle Holdings as of and for the year ended December 31, 2025. The historical financial statements of First Eagle Holdings presented herein are those of First Eagle Holdings, Inc., a wholly owned subsidiary of GC Ferry Holdings Inc. Neither GC Ferry Holdings, Inc, the entity to be acquired pursuant to the merger agreement, nor GC Ferry Intermediate, Inc., its direct wholly owned subsidiary, has any independent operations, assets, liabilities, revenues, or expenses, and accordingly the financial position and results of operations of First Eagle Holdings, Inc., represent the business being acquired. The Unaudited Pro Forma Combined Financial Information has been prepared in accordance with Article 11 of Regulation S-X using assumptions set forth in the notes. \n

\n The Unaudited Pro Forma Combined Financial Information does not reflect any cost savings, operating synergies or revenue enhancements that the combined entity may achieve as a result of the acquisition. The Unaudited Pro Forma Combined Financial Information and underlying transaction adjustments are based upon currently available information and include certain estimates and assumptions made by management; accordingly, actual results could differ materially from the pro forma information. Management believes the assumptions provide a reasonable and supportable basis for presenting the estimated significant effects of the acquisition. The Unaudited Pro Forma Combined Financial Information may not provide an indication of results in the future. \n

\n As of the date of this proxy statement, Victory has not completed the detailed valuation analysis necessary to arrive at the required final fair values of the assets to be acquired, liabilities to be assumed, noncontrolling interests, or the related purchase price allocation, nor has it completed its final assessment of adjustments that may be necessary to conform First Eagle Holdings’ accounting policies to Victory’s accounting policies. A final determination of the fair value of First Eagle Holdings’ assets, liabilities, and noncontrolling interests will be based on the actual results and financial position of First Eagle Holdings that exist as of the closing date. As a result of the foregoing, the transaction adjustments are preliminary and are subject to change as additional information becomes available or as additional analysis is performed. \n

\n Note 2. Reclassification Adjustments \n

\n In preparing the Unaudited Pro Forma Combined Financial Information, Victory reviewed First Eagle Holdings’ financial statements to identify presentation differences from Victory’s own presentation. Certain reclassifications were made to First Eagle Holdings’ historical financial statements to conform them to Victory Capital’s presentation. Following the acquisition, the combined company will finalize the review of reclassifications, which could be materially different from the amounts set forth in the Unaudited Pro Forma Combined Financial Information presented herein. \n

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\n The following tables present reclassification adjustments to conform First Eagle Holdings’ historical Consolidated Balance Sheet presentation to Victory Capital’s historical Consolidated Condensed Balance Sheet presentation. The reclassification adjustments have no impact on net assets as of June 30, 2026. \n

\n \n (in thousands) \n \n		\n \n First Eagle\n \n Holdings\n \n As Reported \n \n						\n \n First Eagle\n \n Holdings\n \n (Reclassified)\n \n June 30, 2026 \n \n
\n Victory Capital (Historical) \n \n Balance Sheet Line Items \n	\n \n First Eagle Holdings (Historical) \n \n Balance Sheet Line Items \n \n	\n \n Reclassification \n \n			\n \n Notes \n \n
\n Assets\n
\n \n Cash and cash equivalents \n \n	\n Cash and cash equivalents \n		$	157,226		$	—			$	157,226
	\n Restricted cash \n			8,758			—				8,758
\n \n Receivables \n \n				—			180,025		\n \n (a) \n \n		180,025
	\n \n Management fees receivable \n \n			138,152			(138,152)		\n \n (a) \n \n		—
	\n \n Performance fees receivable \n \n			2,409			(2,409)		\n \n (a) \n \n		—
	\n Distribution and servicing fees receivable \n			10,075			(10,075)		\n \n (a) \n \n		—
	\n Other current assets \n			46,868			(46,868)		\n \n (a),(b) \n \n		—
\n \n Prepaid expenses \n \n							17,479		\n \n (b) \n \n		17,479
\n \n Investments, at fair value \n \n	\n Investments \n			279,534			—				279,534
	\n \n Loans held-to-maturity, net \n \n			8,952			—				8,952
	\n Deferred tax assets, net \n			182,138			(182,138)		\n \n (c) \n \n		—
\n \n Property and equipment, \n \n net \n \n				—			20,290		\n \n (d) \n \n		20,290
\n \n Goodwill \n \n	\n Goodwill and intangibles \n			4,926,525			(4,309,480)		\n \n (e) \n \n		617,045
\n \n Other intangible assets, net \n \n	\n Goodwill and intangibles \n			—			4,309,480		\n \n (e) \n \n		4,309,480
\n \n Operating lease right-of-use assets \n \n	\n Operating lease assets, net \n			75,359			—				75,359
\n \n Other assets \n \n				—			36,353		\n \n (f) \n \n		36,353
	\n Loans held-for-sale, net \n			22,035			(22,035)		\n \n (f) \n \n		—
	\n Derivative asset \n			11,659			(11,659)		\n \n (f) \n \n		—
	\n Other non-current assets \n			22,949			(22,949)		\n \n (d),(f) \n \n		—
\n \n Assets of consolidated variable interest entities \n \n	\n Total assets of consolidated \n \n variable entities \n			5,339,828			—				5,339,828
\n \n Total assets\n \n			$	11,232,467		$	(182,138)			$	11,050,329

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\n \n (in thousands) \n \n		\n \n First Eagle\n \n Holdings\n \n As Reported \n \n						\n \n First Eagle\n \n Holdings\n \n (Reclassified)\n \n June 30, 2026 \n \n
\n Victory Capital (Historical)\n \n Balance Sheet Line Items \n	\n \n First Eagle Holdings (Historical) \n \n Balance Sheet Line Items \n \n	\n \n Reclassification \n \n			\n \n Notes \n \n
\n Liabilities\n
\n \n Accounts payable and accrued expenses \n \n			$	—		$	62,236		\n \n (g) \n \n	$	62,236
	\n Accrued expenses \n			18,641			(18,641)				—
	\n Distribution and marketing fees payable \n			24,320			(24,320)		\n \n (g) \n \n		—
	\n Accrued interest payable \n			5,968			(5,968)		\n \n (g) \n \n		—
	\n Tax receivable agreement payable \n			8,420			(8,420)		\n \n (g) \n \n		—
	\n Taxes payable \n			4,690			(4,690)		\n \n (g) \n \n
	\n Distribution payable to members \n			197			(197)		\n \n (g) \n \n		—
\n \n Accrued compensation and \n \n benefits \n \n	\n Variable compensation and commissions payable \n			156,127			—				156,127
\n \n Deferred tax liability, net \n \n	\n Deferred tax liability \n			978,990			(182,138)		\n \n (c) \n \n		796,852
\n \n Operating lease liabilities \n \n	\n Current operating lease liabilities \n			10,154			68,691		\n \n (h) \n \n		78,845
	\n Non-current operating lease liabilities \n			68,691			(68,691)		\n \n (h) \n \n		—
\n \n Other liabilities \n \n	\n Other current liabilities \n			14,170			70,284		\n \n (i) \n \n		84,454
	\n Deferred compensation \n			70,284			(70,284)		\n \n (i) \n \n		—
\n \n Long-term debt, net \n \n	\n Loans payable \n			2,516,964			—				2,516,964
\n \n Liabilities of consolidated variable interest entities\n \n	\n Total liabilities of consolidated \n \n variable interest entities \n			5,138,899			—				5,138,899
\n \n Total Liabilities\n \n				9,016,515			(182,138)				8,834,377
\n Stockholders’ equity\n
\n \n Common stock \n \n	\n Common stock \n			2,004,334			—				2,004,334
\n \n Preferred Stock \n \n				—			—				—
\n \n Additional paid-in capital \n \n				—			—				—
\n \n Treasury stock, at cost \n \n				—			—				—
\n \n Accumulated other comprehensive income \n \n	\n Accumulated other comprehensive income/(loss), net \n			10,875			—				10,875
\n \n Retained earnings \n \n	\n Retained earnings/(accumulated deficit)			57,266			—				57,266
	\n Non-controlling interest \n			143,477			—				143,477
\n \n Total stockholders’ equity\n \n				2,215,952			—				2,215,952
\n \n Total liabilities and stockholders’ equity\n \n			$	11,232,467		$	(182,138)			$	11,050,329

\n Each reclassification identified by note reference in the table above, reclassifies the specified First Eagle Holdings historical balance line item to the Victory Capital caption to which the corresponding note reference is affixed, in each case to conform with Victory Capital’s presentation. \n

\n First Eagle Holdings consolidates certain variable interest entities (VIEs), including collateralized loan obligations, for which it has been determined to be the primary beneficiary. The assets and liabilities of these \n

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\n consolidated VIEs are included in the unaudited pro forma condensed combined balance sheet as of June 30, 2026. The assets and liabilities of the consolidated VIEs have been presented separately from Victory’s other consolidated assets and liabilities to distinguish the investment and financing activities of these entities from Victory’s operating activities. The table below summarizes the consolidated VIE assets and liabilities included in the unaudited pro forma condensed combined balance sheet. \n

\n \n (in thousands) \n \n	\n \n As of\n \n June 30, 2026 \n \n
\n \n Restricted Cash \n \n		$	516,418
\n \n Investments \n \n			3,500,929
\n \n Investments, held under repurchase agreements \n \n			55,808
\n \n Loans held-to-maturity, net \n \n			1,049,997
\n \n Other assets \n \n			216,676
\n \n Assets of consolidated variable interest entities \n \n		$	5,339,828
\n \n Term debt securitizations, net \n \n		$	4,148,061
\n \n Repurchase agreements, net \n \n			49,846
\n \n Loans payable \n \n			47,439
\n \n Accrued interest payable \n \n			43,608
\n \n Third party interest in CLOs \n \n			158,954
\n \n Other liabilities \n \n			690,991
\n \n Liabilities of consolidated variable interest entities \n \n		$	5,138,899

\n The following sets forth the reclassification adjustments made to conform First Eagle Holdings’ presentation, after giving effect to the Diamond Hill acquisition as described in Note 6, to Victory’s presentation in the unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2026. \n

\n \n (in thousands) \n \n		\n \n First Eagle\n \n Holdings\n \n As Adjusted\n \n (Note 6) \n \n			\n \n First Eagle\n \n Holdings\n \n Reclassification\n \n Adjustments \n \n			\n \n First Eagle\n \n Holdings\n \n (As \n \n Reclassified\n \n and\n \n Adjusted) \n \n
\n Victory Capital (Historical) \n \n Statement of Operations Line Items \n	\n \n First Eagle Holdings (Historical)\n \n Statement of Operations Line Items \n \n	\n \n Notes \n \n
\n Revenue\n
\n \n Investment management fees \n \n			$	—		$	750,818		\n \n (k) \n \n	$	750,818
	\n Management fees, net \n			640,613			(640,613)		\n \n (k) \n \n		—
	\n Performance fees \n			107,573			(107,573)		\n \n (k) \n \n		—
	\n Unitary fee income \n			2,632			(2,632)		\n \n (k) \n \n		—
\n \n Fund administration and distribution fees \n \n	\n \n Distribution and servicing fees \n \n			44,461			10,034		\n \n (l) \n \n		54,495
\n \n Total revenue\n \n				795,279			10,034				805,313
\n Expenses\n
\n \n Personnel compensation and benefits \n \n				—			295,020		\n \n (m) \n \n		295,020
	\n Compensation and related benefits \n			261,831			(261,831)		\n \n (m),(q) \n \n		—
	\n Deferred compensation \n			35,432			(35,432)		\n \n (m),(q) \n \n		—
	\n Equity plan \n			16,262			(16,262)		\n \n (m) \n \n		—
\n \n Distribution and other asset-based expenses \n \n	\n Distribution and marketing \n			83,594			—				83,594

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\n \n (in thousands) \n \n		\n \n First Eagle\n \n Holdings\n \n As Adjusted\n \n (Note 6) \n \n		\n \n First Eagle\n \n Holdings\n \n Reclassification\n \n Adjustments \n \n		\n \n First Eagle\n \n Holdings\n \n (As \n \n Reclassified\n \n and\n \n Adjusted) \n \n
\n Victory Capital (Historical) \n \n Statement of Operations Line Items \n	\n \n First Eagle Holdings (Historical)\n \n Statement of Operations Line Items \n \n	\n \n Notes \n \n
\n \n General and \n \n administrative \n \n					91,761		\n \n (n) \n \n	91,761
	\n Professional services \n		32,606		(32,606)		\n \n (n),(p) \n \n	—
	\n Data and communication \n		25,548		(25,548)		\n \n (n) \n \n	—
	\n Occupancy \n		11,705		(11,705)		\n \n (n) \n \n	—
	\n General and administrative \n		41,331		(41,331)		\n \n (n),(p),(q) \n \n	—
	\n Other expenses \n		576		(576)		\n \n (n) \n \n	—
\n \n Depreciation and amortization \n \n			—		55,502		\n \n (o) \n \n	55,502
	\n Depreciation \n		2,484		(2,484)		\n \n (o) \n \n	—
	\n Amortization \n		53,018		(53,018)		\n \n (o) \n \n	—
\n \n Change in value of \n \n consideration payable for \n \n acquisition of business \n \n			—		—			—
\n \n Acquisition-related costs \n \n			—		19,545		\n \n (p) \n \n	19,545
\n \n Restructuring and integration costs \n \n			—		18,964		\n \n (q) \n \n	18,964
\n \n Total operating expenses\n \n	\n Total operating expenses\n		564,386		—			564,386
\n Income from operations\n
\n Other income (expense)\n
\n \n Interest income and other income (expense) \n \n					30,154		\n \n (r),(s) \n \n	30,154
	\n Interest income \n		6,035		(6,035)		\n \n (r) \n \n	—
	\n Other income \n		14,944		(14,944)		\n \n (l), (r) \n \n	—
	\n Net realized gain/(loss) on investments \n		11,346		(11,346)		\n \n (r) \n \n	—
	\n Net change in unrealized \n \n appreciation/(depreciation) on \n \n investments \n		7,863		(7,863)		\n \n (r) \n \n	—
\n \n Interest expense and other financing costs \n \n	\n Interest expense \n		(98,731)					(98,731)
\n \n Gain/(loss) from consolidated variable interest entities, net \n \n					2,563		\n \n (s) \n \n	2,563
\n \n Total other income (expense), net\n \n			(58,543)		(7,471)			(66,014)
\n \n Income before income \n \n taxes\n \n	\n Income before provision for income taxes\n		172,349		2,563			174,912
	\n Gain/(loss) from consolidated \n \n variable interest entities before \n \n income tax expense\n		2,563		(2,563)		\n \n (s) \n \n	—
	\n Total income/(loss) before income taxes\n		174,912		—			174,912
\n \n Income tax expense\n \n	\n Income tax expense/(benefit) \n		58,830		—			58,830

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\n \n (in thousands) \n \n		\n \n First Eagle\n \n Holdings\n \n As Adjusted\n \n (Note 6) \n \n			\n \n First Eagle\n \n Holdings\n \n Reclassification\n \n Adjustments \n \n			\n \n First Eagle\n \n Holdings\n \n (As \n \n Reclassified\n \n and\n \n Adjusted) \n \n
\n Victory Capital (Historical) \n \n Statement of Operations Line Items \n	\n \n First Eagle Holdings (Historical)\n \n Statement of Operations Line Items \n \n	\n \n Notes \n \n
	\n Net income/(loss)\n			116,082			—			116,082
	\n Non-controlling interest \n			9,544			—			9,544
\n \n Net income\n \n	\n Net income/(loss) attributable to First Eagle Holdings, Inc.\n		$	106,538		$	—		$	106,538

\n Each reclassification identified by note reference in the table above (other than as separately described in the following paragraph) reflects a reclassification of the specified First Eagle Holdings historical statement of operations line item to the Victory Capital caption to which the corresponding note reference is affixed, in each case to conform with Victory Capital’s presentation. \n

\n The following sets forth the reclassification adjustments made to conform First Eagle Holdings’ presentation, after giving effect to the Diamond Hill acquisition as described in Note 6, to Victory Capital’s presentation in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 (in thousands). \n

\n \n (in thousands) \n \n		\n \n First Eagle\n \n Holdings\n \n As Adjusted\n \n (Note 6) \n \n			\n \n First Eagle\n \n Holdings\n \n Reclassification\n \n Adjustments \n \n			\n \n First Eagle\n \n Holdings\n \n (As Reclassified\n \n and Adjusted) \n \n
\n Victory Capital (Historical) \n \n Statement of Operations Line Items \n	\n \n First Eagle Holdings (Historical) \n \n Statement of Operations Line Items \n \n	\n \n Notes \n \n
\n Revenue\n
\n \n Investment management fees \n \n			$	—		$	1,198,815		\n \n (t) \n \n	$	1,198,815
	\n Management fees, net \n			1,139,532			(1,139,532)		\n \n (t) \n \n		—
	\n Performance fees \n			52,054			(52,054)		\n \n (t) \n \n		—
				7,229			(7,229)				—
\n \n Fund administration and distribution fees \n \n	\n Distribution and servicing fees \n			76,485			21,923		\n \n (u) \n \n		98,408
\n \n Total revenue\n \n				1,275,300			21,923				1,297,223
\n Expenses\n
\n \n Personnel compensation and \n \n benefits \n \n				—			538,515		\n \n (v) \n \n		538,515
	\n Compensation and related benefits \n			580,032			(580,032)		\n \n (v),(z) \n \n		—
	\n Deferred compensation \n			65,132			(65,132)		\n \n (v),(z) \n \n		—
	\n Equity plan \n			12,323			(12,323)		\n \n (v) \n \n		—
\n \n Distribution and other asset-based expenses \n \n	\n \n Distribution and marketing \n \n			150,136							150,136
\n \n General and \n \n administrative \n \n							149,148		\n \n (w) \n \n		149,148
	\n Professional services \n			96,343			(96,343)		\n \n (w),(y) \n \n		—
	\n Data and communication \n			49,986			(49,986)		\n \n (w) \n \n		—
	\n Occupancy \n			21,007			(21,007)		\n \n (w) \n \n		—
	\n \n General and administrative \n \n			51,523			(51,523)		\n \n (w) \n \n		—
	\n Other expenses \n			57,670			(57,670)		\n \n (w),(y) \n \n		—
\n \n Depreciation and amortization \n \n				—			73,564		\n \n (x) \n \n		73,564
	\n Depreciation \n			4,009			(4,009)		\n \n (x) \n \n		—
	\n Amortization \n			69,555			(69,555)		\n \n (x) \n \n		—

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\n \n (in thousands) \n \n		\n \n First Eagle\n \n Holdings\n \n As Adjusted\n \n (Note 6) \n \n			\n \n First Eagle\n \n Holdings\n \n Reclassification\n \n Adjustments \n \n			\n \n First Eagle\n \n Holdings\n \n (As Reclassified\n \n and Adjusted) \n \n
\n Victory Capital (Historical) \n \n Statement of Operations Line Items \n	\n \n First Eagle Holdings (Historical) \n \n Statement of Operations Line Items \n \n	\n \n Notes \n \n
\n \n Change in value of \n \n consideration payable for \n \n acquisition of business \n \n				—							—
\n \n Acquisition-related costs \n \n				—			127,381		\n \n (y) \n \n		127,381
\n \n Restructuring and integration costs \n \n				—			118,973		\n \n (z) \n \n		118,973
\n \n Total operating expenses\n \n	\n Total operating expenses\n			1,157,717			—				1,157,717
\n Income from operations\n
\n Other income (expense)\n
\n \n Interest income and other income (expense) \n \n				—			43,440		\n \n (aa), (bb) \n \n		43,440
	\n Interest income \n			11,111			(11,111)		\n \n (aa) \n \n		—
	\n Other income \n			26,562			(26,562)		\n \n (u),(aa) \n \n		—
	\n Net realized gain/(loss) on investments \n			17,847			(17,847)		\n \n (aa) \n \n		—
	\n Net change in unrealized \n \n appreciation/(depreciation) \n \n on investments \n			9,843			(9,843)		\n \n (aa) \n \n		—
\n \n Interest expense and other financing costs \n \n	\n Interest expense \n			(163,935)							(163,935)
\n \n Gain/(loss) from consolidated variable interest entities, net \n \n				—			(2,661)		\n \n (bb) \n \n		(2,661)
\n \n Total other income (expense), \n \n net\n \n				(98,572)			(24,584)				(123,156)
\n \n Income before income \n \n taxes\n \n	\n Income before provision for income taxes\n			19,012			(2,661)				16,351
	\n Gain/(loss) from \n \n consolidated variable interest \n \n entities before income tax \n \n expense\n			(2,661)			2,661		\n \n (bb) \n \n		—
	\n Total income/(loss) before income taxes\n			16,351			—				16,351
\n \n Income tax expense\n \n	\n Income tax expense/(benefit)			32,972			—				32,972
	\n Net income/(loss)\n			(16,622)			—				(16,622)
	\n Non-controlling interest \n			13,729			—				13,729
\n \n Net income\n \n	\n Net income/(loss) attributable to First Eagle Holdings, Inc.\n		$	(30,351)		$	—			$	(30,351)

\n The results of operations of the consolidated VIEs are included in the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025. The gains and losses of the consolidated VIEs have been presented within the “Gain/(loss) from \n

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\n consolidated VIEs before income tax expense” caption to distinguish the investment and financing activities of these entities from Victory’s financing and other activities. The table below summarizes the consolidated VIE gains and losses included in the unaudited pro forma condensed combined statements of operations. \n

\n \n (in thousands) \n \n	\n \n Six Months Ended\n \n June 30, 2026 \n \n			\n \n Year Ended\n \n December 31, 2025 \n \n
\n Income\n
\n \n Interest income \n \n			133,565			172,246
\n \n Other income \n \n			360			2,730
\n \n Total income from consolidated VIEs \n \n		\n \n	\n 133,925 \n		\n \n	\n 174,976 \n
\n Expenses\n
\n \n Interest expense \n \n			105,260			142,737
\n \n Professional services \n \n			8,937			12,261
\n \n Other \n \n			834			977
\n \n General and administrative \n \n			281			2,289
\n \n Total expenses from consolidated VIEs \n \n		\n \n	\n 115,312 \n		\n \n	\n 158,264 \n
\n Net realized/unrealized on VIE investments\n
\n \n Net realized gain/(loss) on investments and liabilities \n \n			(3,986)			(15,992)
\n \n Net change in unrealized appreciation/(depreciation) on investments and liabilities \n \n			(12,064)			(3,381)
\n \n Gain/(loss) on investments from consolidated VIEs \n \n		\n \n	\n (16,050) \n		\n \n	\n (19,373) \n
\n \n Gain/(loss) from consolidated variable interest entities, net\n \n		$	2,563		$	(2,661)

\n Note 3. Estimated Purchase Price Consideration and Preliminary Purchase Price Allocation \n

\n The acquisition will be accounted for as a business combination, with Victory identified as the accounting acquirer. The Unaudited Pro Forma Combined Financial Information was prepared using the acquisition method in accordance with ASC 805 which requires, among other things, that assets acquired, liabilities assumed, and noncontrolling interests in a business combination are recognized at their fair values as of the acquisition date. \n

\n Pursuant to the merger agreement, the base purchase price for the transaction is $7.03 billion, consisting of $2.0 billion of equity consideration in the form of newly issued shares of Victory common stock, Victory Series B convertible preferred stock, and if applicable, Victory perpetual preferred stock. The purchase price is subject to customary adjustments for First Eagle’s indebtedness, cash, working capital and unpaid transaction expenses. A portion of the purchase price will be used to satisfy an estimated $2 billion of the term loan of First Eagle Holdings and will be reduced by $575 million of First Eagle Holdings’ outstanding 7.25% senior secured notes due 2032, which are currently anticipated to remain outstanding following the acquisition. After giving to the adjustments contemplated by the merger agreement, the remaining amount of the purchase price will be payable to First Eagle Seller. \n

\n Victory’s allocation of the preliminary estimated purchase consideration with respect to the acquisition is based on estimates and assumptions related to the fair value of assets to be acquired, liabilities to be assumed, and noncontrolling interests using current available information. The process of estimating the fair values of certain tangible assets, identifiable intangible assets, assumed liabilities, and noncontrolling interests requires the use of judgment in determining the appropriate assumptions and estimates. The fair value estimates reflected in the Unaudited Pro Forma Combined Financial Information are preliminary and have been presented solely for purposes of providing pro forma financial statements and will be revised as additional information becomes available and additional analysis is performed. Differences between preliminary estimates in the pro forma statements and the final acquisition accounting could have a material impact on the accompanying pro forma financial information and the combined company’s future results of operations and financial position. \n

\n Victory expects to finalize the purchase price allocation as soon as reasonably practicable after completing the acquisition, and upon consideration of any incremental information as part of the finalization \n

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\n of the measurement process. The finalization of the purchase price allocation will not extend beyond the one-year measurement period provided under ASC 805. \n

\n The following is a preliminary estimate of the consideration expected to be paid to affect the combination: \n

\n Estimated Purchase Price Consideration\n
\n (dollars in thousands, except per-share amounts)\n
\n \n Victory common stock(1)\n \n		3,189,107
\n \n Victory Series B convertible preferred stock(2)\n \n		14,013,714
\n \n Total Closing Stock Consideration Shares expected to be issued\n \n		17,202,821
\n \n Closing price of Victory common stock on September 21, 2026(3)\n \n	$	107.76
\n \n Estimated fair value of equity consideration(3)\n \n	$	1,853,776
\n \n Estimated cash consideration(4)\n \n		4,440,304
\n \n Estimated Purchase Price Consideration\n \n	$	6,294,080

\n (1)\n
\n

\n \n Assuming receipt of the stockholder approval of the share issuance, pursuant to the merger agreement, Victory will issue First Eagle Seller newly issued shares of Victory common stock representing 4.9% of Victory common stock outstanding after giving effect to the issuance. This Victory common stock consideration presented in this table is based on 61,894,728 shares of Victory common stock outstanding as of August 31, 2026. The actual number of shares of Victory common stock to be issued will be determined based on Victory common stock outstanding as of the measurement date specified in the merger agreement. \n

\n (2)\n
\n

\n \n Assuming receipt of the stockholder approval of the share issuance, pursuant to the merger agreement, Victory will issue First Eagle Seller newly issued shares of Victory Series B convertible preferred stock. The stock consideration component of the base purchase price has an aggregate value of $2 billion based on a contractual reference price of $116.26 as set forth in the merger agreement. \n

\n (3)\n
\n

\n \n Pursuant to the merger agreement, the contractual reference price of $116.26 per share is used to determine the number of shares of Victory common stock and Victory Series B convertible preferred stock to be issued and does not represent the estimated fair value of such shares for purposes of the Unaudited Pro Forma Condensed Consolidated Financial Information. The estimated fair value of such shares is based on the closing market price of Victory common stock of $107.76 on September 21, 2026. For purposes of the Unaudited Pro Forma Combined Financial Information, the fair value per share of the Victory Series B convertible preferred stock has been assumed to be economically equivalent to Victory common stock, including with respect to dividends. The actual fair value of the Victory common stock and Victory Series B convertible preferred stock will be determined as the acquisition date, at the then-current market price, and may differ from the amount presented herein. \n

\n (4)\n
\n

\n \n Estimated cash consideration reflects the preliminary cash consideration expected to be paid pursuant to the merger agreement. The merger agreement provides for a base purchase price of $7.03 billion, subject to adjustments for Cash, Indebtedness, Net Working Capital relative to Target Net Working Capital Amount, Transaction Expenses and the Client Consent Adjustment Amount, as applicable. For purposes of the Unaudited Pro Forma Combined Financial Information, estimated cash consideration assumes no adjustment for Net Working Capital, Transaction Expenses, or the Client Consent Adjustment Amount (each as defined in the merger agreement). The merger agreement provides for Victory to pay, or cause to be paid, on behalf of First Eagle Holdings, indebtedness designated as Payoff Indebtedness (each as defined in the merger agreement) in accordance with applicable payoff letters. For purposes of the Unaudited Pro Forma Combined Financial Information, Victory has assumed that First Eagle Holdings’ existing term loan, and associated accrued interest, will be settled as part of closing and will not be assumed by Victory as an acquired debt liability. Accordingly, the estimated $2.0 billion payment to satisfy the term loan has been included in the estimated cash consideration. Actual cash consideration will be determined pursuant to the merger agreement based on the applicable amounts as of the closing and may differ from the amount presented herein. \n

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\n The estimated purchase price consideration reflected in the Unaudited Pro Forma Combined Financial Information does not purport to represent actual consideration that will be transferred upon completion of the acquisition. In accordance with ASC 805, the fair value of any equity securities issued as part of the consideration paid will be measured on the acquisition date. Accordingly, the actual purchase consideration may differ materially from the amount presented herein. \n

\n The merger agreement specifies a contractual reference price of $116.26 per share for purposes of determining the Victory common stock and Victory Series B convertible preferred stock to be issued to First Eagle Seller under the merger agreement. This will result in a per share equity component different from the closing price assumed in the purchase price consideration table above. Such increases or decreases would be reflected in the Unaudited Pro Forma Combined Financial Information as an increase or decrease to goodwill as shown in the table below: \n

\n \n (in thousands, except per share amounts) \n \n
	\n \n Increase in price per share \n \n			\n \n Decrease in price per share \n \n
\n \n % Increase/Decrease(1)\n \n	\n \n 5% \n \n			\n \n 10% \n \n	\n \n 25% \n \n			\n \n 5% \n \n	\n \n 10% \n \n			\n \n 25% \n \n
\n \n Closing price of Victory common \n \n stock \n \n		$	113.15			$	118.54			$	134.70		$	102.37	$	96.98	$	80.82
\n \n Estimated fair value of Closing Stock Consideration Shares \n \n		$	1,946,465			$	2,039,154			$	2,317,220		$	1,761,087	$	1,668,398	$	1,390,332
\n \n Change in Estimated fair value of \n \n equity consideration \n \n		$	92,689			$	185,378			$	463,444		$	(92,689)	$	(185,378)	$	(463,444)

\n (1)\n
\n

\n \n Reflects percentage increase or decrease based on the per share price of $107.76 on September 21, 2026. \n

\n The preliminary purchase price allocation at June 30, 2026 is as follows: \n

\n \n (in thousands) \n \n
\n \n Cash and cash equivalents \n \n	$	157,226
\n \n Restricted cash \n \n		8,758
\n \n Receivables \n \n		180,025
\n \n Prepaid expenses \n \n		17,479
\n \n Investments, at fair value \n \n		279,534
\n \n Loans held-to-maturity, net \n \n		8,952
\n \n Property and equipment, net \n \n		20,290
\n \n Goodwill \n \n		2,705,295
\n \n Other intangible assets, net \n \n		4,585,000
\n \n Operating lease right-of-use assets \n \n		83,002
\n \n Other assets \n \n		36,353
\n \n Assets of consolidated variable interest entities \n \n		5,339,828
\n \n Accounts payable and accrued expenses \n \n		(61,827)
\n \n Accrued compensation and benefits \n \n		(156,127)
\n \n Deferred tax liability \n \n		(875,490)
\n \n Operating lease liabilities \n \n		(83,002)
\n \n Other liabilities \n \n		(84,454)
\n \n Long-term debt, net \n \n		(584,386)
\n \n Liabilities of consolidated variable interest entities \n \n		(5,138,899)
\n \n Non-controlling interest \n \n		(143,477)
\n \n Total purchase price consideration\n \n	$	6,294,080

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\n Note 4 — Financing Adjustments \n

\n For purposes of the Unaudited Pro Forma Combined Financial Information, Victory assumes the full principal amount of the incremental term loan facility will be drawn and $950.0 million of secured notes will be issued to fund a portion of the cash consideration payable in connection with the acquisition, including the repayment of certain indebtedness of First Eagle Holdings. \n

\n The financing adjustments are based on the terms of the debt commitment letter and other currently available information regarding the expected financing. The actual financing may differ from these assumptions, including with respect to the timing and amount of borrowings, cash on hand used at closing, interest rates, fees and debt issuance costs. Accordingly, actual interest expense and other financing-related amounts may differ from those reflected in the Unaudited Pro Forma Combined Financial Information. \n

\n Unaudited Pro Forma Condensed Combined Balance Sheet \n

\n (a)\n
\n

\n \n Cash and cash equivalents \n

\n The adjustments to cash and cash equivalents on the Unaudited Pro Forma Condensed Combined Balance Sheet at June 30, 2026 consist of the following: \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n (in thousands) \n \n
\n \n Proceeds of the incremental term loan facility \n \n	$	3,500,000
\n \n Proceeds from secured notes \n \n		950,000
\n \n Payment of debt issuance costs and other financing fees \n \n		(82,563)
\n \n Pay-off of First Eagle Holdings term loan, including accrued interest of $410 \n \n		(2,040,160)
\n Total\n	$	2,327,277

\n (b)\n
\n

\n \n Accounts payable and accrued expenses \n

\n The adjustment reflects the payment of accrued and unpaid interest associated with First Eagle Holdings’ term loan, which is assumed to be paid at the closing. \n

\n (c)\n
\n

\n \n Long-term debt \n

\n The adjustments to Long-term debt on the Unaudited Pro Forma Condensed Combined Balance Sheet at June 30, 2026 consist of the following: \n

\n \n (in thousands) \n \n
\n \n Proceeds of the incremental term loan facility \n \n	$	3,500,000
\n \n Proceeds from secured notes \n \n		950,000
\n \n Recognition of deferred debt issuance costs and other financing fees \n \n		(82,563)
\n \n Pay-off of First Eagle Holdings term loan \n \n		(2,039,750)
\n \n Elimination of unamortized debt issuance costs associated with First Eagle term loan(1)\n \n		91,197
\n \n Recognition of First Eagle Holdings senior notes at estimated fair value(2)\n \n		15,976
\n Total\n	$	2,434,860

\n (1)\n
\n

\n \n The adjustment reflects the write-off of First Eagle Holdings’ unamortized debt issuance costs associated with the term loan that is assumed to be repaid at the closing. \n

\n (2)\n
\n

\n \n First Eagle Holdings’ $575.0 million senior notes are assumed to be recognized at their estimated fair value of approximately $578.7 million. With an offset to goodwill, the adjustment reflects the resulting acquisition-date fair value premium over First Eagle Holdings’ historical carrying basis for the senior notes at June 30, 2026. \n

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\n Unaudited Pro Forma Condensed Combined Statements of Operations \n

\n (e)\n
\n

\n \n Interest Expense \n

\n The adjustment reflects the reversal of historical interest expense, including amortization of debt discounts and debt issuance costs, related to First Eagle Holdings’ existing $2.0 billion term loan, which is expected to be repaid at closing and will not be assumed by Victory. In addition, the transaction adjustment reflects estimated interest expense on the incremental term loan facility based on an assumed interest rate of 6.4% reflecting SOFR plus a 2.25% margin. Estimated interest expense on the secured notes is based on an estimated fixed interest rate of 7.25%. Actual interest expense may be higher or lower depending on the actual interest rates and amounts outstanding under the new borrowings. First Eagle Holdings’ $575.0 million senior notes are assumed to be recognized at their estimated fair value of approximately $578.7 million. The resulting acquisition-date fair value premium over the principal amount is amortized as a reduction to interest expense over the remaining contractual term of the senior notes using the effective interest method. \n

\n \n (in thousands) \n \n	\n \n For the Six \n \n Months Ended\n \n June 30, \n \n 2026 \n \n			\n \n For the Twelve\n \n Months Ended\n \n December 31, \n \n 2025 \n \n
\n \n Eliminate First Eagle’s term loan interest expense \n \n		$	(81,414)		$	(145,652)
\n \n Add incremental term loan facility interest expense \n \n			108,778			222,224
\n \n Add secured notes interest expense \n \n			27,738			68,875
\n \n Amortize incremental deferred issuance costs \n \n			5,897			11,795
\n \n Amortize the fair value premium adjustment to recognize First Eagle \n \n senior notes \n \n			(256)			(521)
\n Total\n		$	60,744		$	156,720

\n A hypothetical 12.5 basis point increase or decrease in the assumed interest rates on the incremental term loan facility and secured notes would result in an increase or decrease of approximately $2.8 million in pro forma interest expense for the six months ended June 30, 2026 and $5.5 million in pro forma interest expense for the year ended December 31, 2025. \n

\n Note 5. Transaction Adjustments \n

\n The Unaudited Pro Forma Combined Financial Information does not reflect any cost savings, operating synergies or revenue enhancements that the combined entity may achieve as a result of the acquisition. The unaudited pro forma condensed combined financial statements do, however, reflect the following adjustments, which are based on preliminary estimates and assumptions that are subject to change. \n

\n Unaudited Pro Forma Condensed Combined Balance Sheet \n

\n (a)\n
\n

\n \n Cash and cash equivalents \n

\n The adjustment reflects the estimated cash consideration payable in cash to the First Eagle Seller, pursuant to the merger agreement. See Note 3 for significant estimates and assumptions used to determine the estimated cash consideration. \n

\n (b)\n
\n

\n \n Goodwill \n

\n Goodwill represents the excess of the estimated purchase consideration and the fair value of noncontrolling interests over the estimated fair value of the identifiable net assets acquired. The final calculation of goodwill related to the acquisition remains subject to change pending the final determination of the fair value of the net assets acquired. Goodwill related to the acquisition is not deductible for tax purposes. \n

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\n (c)\n
\n

\n \n Other intangible assets, net \n

\n The adjustment is to record the preliminary estimated fair value of intangible assets of $4.6 billion, which is an increase of $0.3 billion over First Eagle Holdings’ book value of intangible assets. The fair values of intangible assets were determined using an income valuation approach. Amortization of the definite-lived intangible assets is calculated on a straight-line basis over the estimated weighted average life of the assets. The fair values of the intangible assets are subject to change upon completion of the final valuation and the changes may be material. The following is a summary of the intangible assets acquired as part of the acquisition. \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n (in thousands) \n \n	\n \n Fair value \n \n			\n \n Weighted-Average Life \n \n
\n \n Indefinite-lived intangible assets \n \n		$	4,000,000		\n \n —\n \n
\n \n Definite-lived intangible assets \n \n			585,000		\n \n 6 years \n \n
\n \n Total \n \n		$	4,585,000		\n \n —\n \n

\n (d)\n
\n

\n \n Other assets and liabilities \n

\n The adjustment reflects the elimination of First Eagle Holdings’ operating lease right of use assets, lease liabilities and related deferred tax assets and Victory’s accounting for the acquired leases as new leases as of the balance sheet date. \n

\n (e)\n
\n

\n \n Accounts payable and accrued expenses \n

\n The adjustment reflects the recognition of approximately $90 million of transaction costs directly attributable to the acquisition that have yet to be incurred. The transaction costs are reflected as an adjustment to Retained Earnings, the related income tax effect. \n

\n (f) Deferred tax liability, net \n

\n The deferred tax impact of the transaction accounting adjustments was recorded using a blended statutory tax rate of approximately 24% and primarily relates to the increase in intangible assets and remeasuring acquired deferred tax balances using Victory’s current deferred tax rate. \n

\n (g) Stockholders’ Equity \n

\n The adjustment reflects the elimination of First Eagle Holdings’ historical stockholders’ equity, net of the transaction adjustments to retained earnings described below: \n

\n \n (In thousands) \n \n	\n \n Common \n \n Stock \n \n			\n \n Preferred \n \n Stock \n \n	\n \n Additional \n \n paid-in \n \n capital \n \n			\n \n Accumulated \n \n other \n \n comprehensive \n \n income \n \n	\n \n Retained \n \n earnings \n \n
\n \n Elimination of First Eagle’s historical equity \n \n		$	(2,004,334)			$	—			$	—	$	(10,875)	$	(57,266)
\n \n Equity consideration issued to First Eagle (Refer \n \n to Note 3) \n \n			31,891				140,137				1,681,748		—
\n \n Estimated Victory transaction costs, net of tax (Refer to Note 5(e)) \n \n		\n \n	\n — \n			\n \n	\n — \n				—		—		(68,247)
\n \n Elimination of unamortized debt issuance costs associated with First Eagle Holdings term \n \n loan \n \n		\n \n	\n — \n			\n \n	\n — \n				—		—		91,197
\n \n Net pro forma transaction adjustments to Stockholders’ equity \n \n		$	(1,972,443)			$	140,137			$	1,681,748	$	(10,875)	$	(34,316)

\n Unaudited Pro Forma Condensed Combined Statements of Operations \n

\n (h) Personnel compensation and benefits \n

\n The adjustment represents estimated expense related to new equity compensation awards expected to be granted in connection with the acquisition that are not replacements for existing First Eagle equity awards. The restricted stock awards are expensed ratably over the applicable requisite service period. \n

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\n (i) Depreciation and amortization \n

\n The net adjustment reflects the elimination of First Eagle Holdings’ historical amortization expense of $53.0 million and $70.0 million for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively, offset by $48.8 million and $97.5 million of amortization expense related to newly acquired intangible assets for the six months ended June 30, 2026 and for the year ended December 31, 2025, respectively. Newly acquired definite-lived intangible assets are estimated at $585.0 million with a weighted average amortization period of approximately 6 years. The fair values of the intangible assets are subject to change upon completion of the final valuations and the changes may be material. \n

\n (j) Acquisition-related costs \n

\n The adjustment is to reflect the recognition of Victory transaction costs directly attributable to the acquisition of $90 million that are expected to be incurred after the balance sheet date of June 30, 2026. The pro forma statement of operations requires an adjustment for the year ended December 31, 2025, as these costs are nonrecurring and directly related to the acquisition. \n

\n (k) Income taxes \n

\n The income tax effects of the transaction adjustments have been calculated based on the blended statutory rates in effect during the periods for which the pro forma information is presented. \n

\n Note 6. Pro Forma Adjustments and Reclassifications for the Diamond Hill Acquisition \n

\n Certain reclassifications and transaction accounting adjustments have been made in the historical presentation of First Eagle Holdings’ statements of operations for the period ended June 30, 2026 and year ended December 31, 2025 to present the effects of the Diamond Hill Acquisition as if the acquisition had been consummated on January 1, 2025, the beginning of the earliest period presented. \n

\n The reclassifications and adjustments to reflect the effects of the Diamond Hill acquisition on First Eagle Holdings’ historical Statement of Operations for the six months ended June 30, 2026 are summarized as follows: \n

\n \n (in thousands) \n \n	\n \n First Eagle\n \n Holdings\n \n (Historical)\n \n Six months\n \n ended\n \n June 30, \n \n 2026 \n \n			\n \n Diamond Hill\n \n (Historical)\n \n Period ended\n \n April 21,\n \n 2026 \n \n	\n \n Diamond Hill\n \n Reclassification\n \n Adjustments \n \n					\n \n First Eagle\n \n Holdings\n \n (As adjusted)\n \n Six months\n \n ended\n \n June 30, \n \n 2026 \n \n
\n First Eagle Holdings (Historical) Statement of \n \n Operations Line Items \n	\n \n Notes \n \n			\n \n Pro Forma\n \n Adjustments \n \n	\n \n Notes \n \n
\n Revenue\n
\n \n Management fees, net \n \n		$	602,437			$	—	$	38,176		6(a)	$	—	$	640,613
\n \n Performance fees \n \n			107,573				—		—				—		107,573
\n \n Distribution and servicing fees \n \n			44,461				—		—				—		44,461
\n \n Interest income \n \n			6,035				—		—				—		6,035
\n \n Unitary Fee Revenue, net \n \n			959				—		1,673		6(b)		—		2,632
\n \n Other income \n \n			14,944				—		—				—		14,944
\n \n Investment advisory \n \n			—				38,176		(38,176)		6(a)		—		—
\n \n Fund administration, net \n \n			—				1,673		(1,673)		6(b)		—		—
\n \n Total revenue\n \n		\n \n	\n 776,409 \n			\n \n	\n 39,849 \n		—				—	\n \n	\n 816,258 \n
\n Expenses\n
\n \n Compensation and related benefits \n \n			238,263				23,568		—				—		261,831
\n \n Deferred compensation \n \n			29,173				6,259		—				—		35,432
\n \n Equity plan \n \n			16,262				—		—				—		16,262
\n \n Distribution and marketing \n \n			83,594				—		—				—		83,594
\n \n Interest expense \n \n			98,731				—		—				—		98,731

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\n \n (in thousands) \n \n	\n \n First Eagle\n \n Holdings\n \n (Historical)\n \n Six months\n \n ended\n \n June 30, \n \n 2026 \n \n			\n \n Diamond Hill\n \n (Historical)\n \n Period ended\n \n April 21,\n \n 2026 \n \n	\n \n Diamond Hill\n \n Reclassification\n \n Adjustments \n \n					\n \n First Eagle\n \n Holdings\n \n (As adjusted)\n \n Six months\n \n ended\n \n June 30, \n \n 2026 \n \n
\n First Eagle Holdings (Historical) Statement of \n \n Operations Line Items \n	\n \n Notes \n \n			\n \n Pro Forma\n \n Adjustments \n \n	\n \n Notes \n \n
\n \n Professional services \n \n			32,087				—		519		6(c)		—			32,606
\n \n Data and communication \n \n			25,548				—		—				—			25,548
\n \n Occupancy \n \n			11,705				—		—				—			11,705
\n \n General and administrative \n \n			14,363				25,653		1,315		6(d)		—			41,331
\n \n Depreciation \n \n			2,120				364		—				—			2,484
\n \n Amortization \n \n			52,508				—		—				510	6(d)		53,018
\n \n Other expenses \n \n			576				—		—				—			576
\n \n Sales and marketing \n \n			—				1,315		(1,315)		6(d)		—			—
\n \n Fund administration \n \n			—				519		(519)		6(c)		—			—
\n \n Total operating expenses\n \n			604,930				57,677		—				510			663,117
\n \n Net realized gain/(loss) and change in unrealized appreciation/(depreciation) on investments \n
\n \n Net realized gain/(loss) on investments \n \n			6,928				4,418		—				—			11,346
\n \n Net change in unrealized appreciation/ (depreciation) on investments \n			2,633				5,230		—				—			7,863
\n \n Gain/(loss) on investments\n \n			9,561				9,648		—				—			19,209
\n \n Income/(loss) before income taxes\n \n			181,040				(8,181)		—				(510)			172,349
\n \n Gain/(loss) from consolidated VIEs before income tax expense\n \n		\n \n	\n 2,563 \n			\n \n	\n — \n		—				—		\n \n	\n 2,563 \n
\n \n Total income/(loss) before income taxes\n \n			183,603				(8,181)		—				(510)			174,912
\n \n Income tax expense/(benefit) \n \n			57,096				1,734		—				—			58,830
\n \n Net income/(loss)\n \n		\n \n	\n 126,507 \n			\n \n	\n (9,915) \n		—			\n \n	\n (510) \n		\n \n	\n 116,082 \n
\n \n Non-controlling interest \n \n			9,527				17		—				—			9,544
\n \n Net income/(loss) attributable to First \n \n Eagle Holdings, Inc.\n \n		$	116,980			$	(9,932)	$	—			$	(510)		$	106,538

\n (a-c) Diamond Hill reclassification adjustments \n

\n Each reclassification identified by note reference reflects a reclassification of the specified Diamond Hill historical statement of operations line item to the First Eagle Holdings caption to which the corresponding note reference is affixed, in each case to conform to First Eagle Holdings’ presentation. \n

\n (d) Amortization \n

\n The adjustment reflects the incremental amortization expense related to the intangible assets acquired by First Eagle Holdings for the period from January 1, 2026 to April 21, 2026. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful lives of each intangible asset as of the closing of the Diamond Hill Acquisition. \n

\n The reclassifications and adjustments to reflect the effects of the Diamond Hill acquisition on First Eagle Holdings’ historical Statement of Operations for the year ended December 31, 2025 are summarized as follows: \n

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\n \n (in thousands) \n \n	\n \n First Eagle\n \n Holdings\n \n (Historical)\n \n Predecessor\n \n Jan 1, 2025 – \n \n Aug 14, 2025 \n \n			\n \n First Eagle\n \n Holdings\n \n (Historical)\n \n Successor\n \n Aug 15, 2025 – \n \n Dec 31, 2025 \n \n	\n \n Diamond\n \n Hill\n \n (Historical)\n \n Year Ended\n \n December 31, \n \n 2025 \n \n			\n \n Diamond Hill\n \n Reclassification\n \n Adjustments \n \n					\n \n First Eagle\n \n Holdings\n \n (As adjusted)\n \n Year ended\n \n December 31,\n \n 2025 \n \n
\n First Eagle Holdings (Historical) Statement of \n \n Operations Line Items \n	\n \n Notes \n \n			\n \n Pro Forma\n \n Adjustments \n \n	\n \n Notes \n \n
\n Revenue\n
\n \n Management fees, net \n \n		$	409,770			$	589,893		$	—	$	139,869		6(e)	$	—		$	1,139,532
\n \n Performance fees \n \n			40,902				11,152			—		—				—			52,054
\n \n Distribution and servicing fees \n \n			31,586				44,899			—		—				—			76,485
\n \n Interest income \n \n			4,510				6,601			—		—				—			11,111
\n \n Unitary Fee Revenue, net \n \n			—				—			—		7,229		6(f)		—			7,229
\n \n Other income \n \n			10,530				16,032			—		—				—			26,562
\n \n Investment advisory \n \n			—				—			139,869		(139,869)		6(e)		—			—
\n \n Fund administration, net \n \n			—				—			7,229		(7,229)		6(f)		—			—
\n \n Total revenue\n \n		\n \n	\n 497,298 \n			\n \n	\n 668,577 \n		\n \n	\n 147,098 \n		—				—		\n \n	\n 1,312,973 \n
\n Expenses\n
\n \n Compensation and related benefits \n \n			245,590				261,975			72,467		—				—			580,032
\n \n Deferred compensation \n \n			25,560				33,477			6,095		—				—			65,132
\n \n Equity plan \n \n			2,472				9,851			—		—				—			12,323
\n \n Distribution and marketing \n \n			63,828				86,308			—		—				—			150,136
\n \n Interest expense \n \n			72,097				91,838			—		—				—			163,935
\n \n Professional services \n \n			34,413				58,003			—		3,927		6(g)		—			96,343
\n \n Data and communication \n \n			18,258				31,728			—		—				—			49,986
\n \n Occupancy \n \n			7,463				13,544			—		—				—			21,007
\n \n General and administrative \n \n			9,586				14,065			19,670		8,202		6(i)		—			51,523
\n \n Depreciation \n \n			1,711				2,298			—		—				—			4,009
\n \n Amortization \n \n			38,407				29,609			—		—				1,539	6(i)		69,555
\n \n Other expenses \n \n			37,022				20,648			—		—				—			57,670
\n \n Sales and marketing \n \n			—				—			8,202		(8,202)		6(i)		—			—
\n \n Fund administration \n \n			—				—			3,927		(3,927)		6(g)		—			—
\n \n Total operating expenses\n \n		\n \n	\n 556,407 \n			\n \n	\n 653,344 \n		\n \n	\n 110,362 \n		—			\n \n	\n 1,539 \n		\n \n	\n 1,321,652 \n
\n \n Net realized gain/(loss) and change in unrealized appreciation/(depreciation) on investments\n \n
\n \n Net realized gain/(loss) on investments \n \n			(86)				575			—		17,358		6(h)		—			17,847
\n \n Net change in unrealized appreciation/(depreciation) on investments \n			(1,189)				(2,155)			30,545		(17,358)		6(h)		—			9,843
\n \n Gain/(loss) on investments\n \n		\n \n	\n (1,275) \n			\n \n	\n (1,580) \n		\n \n	\n 30,545 \n		—				—		\n \n	\n 27,690 \n
\n \n Income/(loss) before income taxes\n \n		\n \n	\n (60,384) \n			\n \n	\n 13,653 \n		\n \n	\n 67,281 \n		—			\n \n	\n (1,539) \n		\n \n	\n 19,012 \n
\n \n Gain/(loss) from consolidated VIEs before \n \n income tax expense\n \n		\n \n	\n 4,248 \n			\n \n	\n (6,909) \n			—		—				—		\n \n	\n (2,661) \n
\n \n Total income/(loss) before income taxes\n \n			(56,136)				6,744			67,281		—				(1,539)			16,351
\n \n Income tax expense/(benefit) \n \n			(872)				15,923			17,921		—				—			32,972
\n \n Net income/(loss)\n \n			(55,264)				(9,179)			49,360		—				(1,539)			(16,622)
\n \n Non-controlling interest \n \n			4,452				8,679			598		—				—			13,729
\n \n Net income/(loss) attributable to First Eagle Holdings, Inc.\n \n		$	(59,716)			$	(17,858)		$	48,762	$	—			$	(1,539)		$	(30,351)

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\n (e-h) Diamond Hill reclassification adjustments \n

\n Each reclassification identified by note reference in the table above (see items 6(f)-6(i)) reflects a reclassification of the specified Diamond Hill historical statement of operations line item to the First Eagle Holdings caption to which the corresponding note reference is affixed, in each case to conform to First Eagle Holdings’ presentation. See below for further description on transaction adjustments. \n

\n (i) Amortization \n

\n The adjustment reflects the incremental amortization expense related to the intangible assets acquired by First Eagle Holdings. Amortization is calculated assuming a straight-line method of amortization based on the estimated fair value and useful lives of each intangible asset as of the closing of the Diamond Hill Acquisition. \n

\n Note 7. Earnings per share \n

\n Victory includes participating securities (Victory preferred stock) in the computation of earnings per share pursuant to the two-class method. The two-class method of calculating earnings per share is an allocation method that calculates earnings per share for common stock and participating securities. Under the two-class method, total dividends provided to and undistributed earnings allocated to the holders of Victory preferred stock are subtracted from Net income in determining income attributable to common stockholders. The calculation of basic earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares of Victory common stock outstanding during the period. For purposes of the pro forma computation, “Victory preferred stock” refers to Victory’s Series A convertible preferred stock outstanding during the periods presented and Victory Series B convertible preferred stock assumed to be issued to First Eagle First Eagle Seller as merger consideration, each of which participates in dividends with Victory common stock on an as-converted basis. \n

\n Diluted earnings per share is calculated under both the two-class and treasury stock methods, and the more dilutive amount is reported. Victory had vested and unvested stock options and unvested restricted stock grants outstanding during the periods presented and applies the treasury stock method to these securities in its calculation of diluted earnings per share. The treasury stock method assumes that the proceeds of exercise are used to purchase common stock at the average market price for the period. Assumed proceeds include the amount the employee must pay upon exercise and the average unrecognized compensation cost. \n

\n \n (in thousands, except per share amounts) \n \n	\n \n Six Months Ended\n \n June 30, 2026 \n \n			\n \n Year Ended\n \n December 31, 2025 \n \n
\n Numerator for earnings per common share:\n
\n \n Net income attributable to Victory Capital(1)\n \n		$	325,195		$	97,418
\n \n Preferred stock dividends \n \n			(19,787)			(29,138)
\n \n Income attributable to preferred stockholders(2)\n \n			(82,413)			17,324
\n \n Income attributable to common stockholders for basic earnings per \n \n share\n \n		$	222,995		$	85,604
\n \n Allocation adjustment to income attributable to preferred stockholders(3)\n \n			575			(166)
\n \n Income attributable to common stockholders for diluted earnings per share\n \n		$	223,570		$	85,438
\n Denominator for earnings per common share:\n
\n \n Basic: Weighted average number of shares outstanding (pro forma) \n \n			66,078			68,629
\n \n Plus: Incremental shares from assumed conversion of dilutive instruments \n \n			704			937
\n \n Diluted: Weighted average number of shares outstanding (pro forma) \n \n			66,782			69,565
\n Earnings Per Share\n
\n \n Basic: \n \n		$	3.37		$	1.25
\n \n Diluted: \n \n		$	3.35		$	1.23

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\n \n (in thousands, except per share amounts) \n \n	\n \n Six Months Ended\n \n June 30, 2026 \n \n		\n \n Year Ended\n \n December 31, 2025 \n \n
\n Pro Forma Weighted Average Shares\n
\n \n Basic weighted average number of shares outstanding (historical) \n \n		62,889		65,439
\n \n Victory common stock issued as part of the acquisition \n \n		3,189		3,189
\n \n Pro forma weighted average number of shares – Basic \n \n		66,078		68,629
\n \n Diluted weighted average number of shares outstanding (historical) \n \n		63,593		66,376
\n \n Victory common stock issued as part of the acquisition \n \n		3,189		3,189
\n \n Pro forma weighted average number of shares – Diluted \n \n		66,782		69,565
\n \n Weighted average shares of preferred stock outstanding (historical) \n \n		19,995		14,148
\n \n Victory Series B convertible preferred stock issued as part of the acquisition \n \n		14,014		14,014
\n \n Pro forma weighted average number of shares – Diluted \n \n		34,009		28,162

\n The table above assumes the share issuance of Victory common stock and Victory Series B convertible preferred stock in connection with the acquisition, assuming the acquisition occurred on January 1, 2025. As discussed in this proxy statement, the actual number of shares of Victory common stock and Victory preferred stock issuable under the merger agreement may be adjusted at the completion of the acquisition if shareholder approval for the contemplated share issuance is not obtained. \n

\n (1)\n
\n

\n \n Represents pro forma net income after giving effect to all transaction adjustments described herein, net of attribution to non-controlling interests. See the Unaudited Pro Forma Condensed Combined Statements of Operations. \n

\n (2)\n
\n

\n \n Reflects the allocation of undistributed earnings (pro forma net income attributable to Victory Capital less dividends declared on Victory common stock and Victory preferred stock). Allocation is made pro rata based on the pro forma weighted-average shares of each class outstanding during the period, treating each series of preferred on an as-converted basis. \n

\n (3)\n
\n

\n \n Reflects the incremental reallocation of undistributed pro forma earnings to pro forma preferred stockholders resulting from inclusion of dilutive potential common shares in the diluted weighted-average share count\n

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\n NO APPRAISAL RIGHTS \n

\n Under the DGCL, Victory’s stockholders are not entitled to appraisal rights in connection with the transactions contemplated by the merger agreement. \n

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\n SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT \n

\n The following table sets forth the beneficial ownership of our Victory common stock, Victory Series B convertible preferred stock, Victory Series A convertible preferred stock and total capital stock as of August 31, 2026, both prior to giving effect to the transactions contemplated by the merger agreement and immediately following the consummation of the transactions contemplated by the merger agreement (assuming the merger and the share issuance had occurred as of August 31, 2026) by (1) each person, or group of affiliated persons, known by us to be the beneficial owner of 5% or more of our outstanding Victory capital stock, (2) each of our directors, (3) each of our named executive officers and (4) all of our directors and executive officers as a group. \n

\n To our knowledge, each person named in the table has sole voting and investment power with respect to all of the securities shown as beneficially owned by such person, except as otherwise set forth in the notes to the table. The number of securities shown represents the number of securities the person “beneficially owns,” as determined by the rules of the SEC. The SEC has defined “beneficial” ownership of a security to mean the possession, directly or indirectly, of voting power and/or investment power. A security holder is also deemed to be, as of any date, the beneficial owner of all securities that such security holder has the right to acquire within 60 days after that date through (1) the exercise of any option, warrant or right, (2) the conversion of a security, (3) the power to revoke a trust, discretionary account or similar arrangement, or (4) the automatic termination of a trust, discretionary account or similar arrangement. These shares and shares of unvested restricted stock (which have voting rights but are subject to future vesting based on time or performance criteria), are deemed to be outstanding and beneficially owned by the person holding such securities for the purpose of computing the percentage ownership and voting of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership or voting of any other person. \n

\n The percentages reflect beneficial ownership as determined in accordance with Rule 13d-3 under the Exchange Act and (i) without giving effect to the transactions contemplated by the merger agreement, are based on 61,894,728 outstanding shares of our Victory common stock as of August 31, 2026 (excluding 1,787,721 shares of unvested restricted stock which carry voting rights) and 20,036,821 outstanding shares of Victory Series A convertible preferred stock as of August 31, 2026, and (ii) immediately following the consummation of the transactions contemplated by the merger agreement, are based on 65,083,835 outstanding shares of our Victory common stock as of August 31, 2026 (excluding 1,787,721 shares of unvested restricted stock which carry voting rights), which includes 3,189,107 shares of Victory common stock assumed to be issued to First Eagle Seller and 20,036,821 outstanding shares of Victory Series A convertible preferred stock as of August 31, 2026, and assume that First Eagle Seller will be issued 14,013,714 shares of Victory Series B convertible preferred stock, which, together with the shares of Victory common stock assumed to be issued to First Eagle Seller, will represent 17.4% of the outstanding shares of Victory capital stock (including all series of common and preferred stock) after giving effect to those issuances. Unless otherwise noted below, the address for each of the stockholders in the table below is c/o Victory Capital Holdings, Inc., 15935 La Cantera Parkway, San Antonio, TX 78256. \n

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\n Principal Stockholders Table \n

	\n \n Shares Beneficially Owned Prior to the Transaction \n \n		\n \n Shares Beneficially Owned Following the Transaction \n \n
\n \n Name \n \n	\n \n # of \n \n Common\n \n Shares \n \n		\n \n % of \n \n Total\n \n Common\n \n Stock \n \n	\n \n # of\n \n Preferred\n \n Shares \n \n		\n \n % of\n \n Total\n \n Capital\n \n Stock \n \n	\n \n % of\n \n Total\n \n Voting\n \n Power(1)\n \n		\n \n # of\n \n Common\n \n Shares \n \n	\n \n % of\n \n Total\n \n Common\n \n Stock \n \n		\n \n # of \n \n Preferred\n \n Shares \n \n	\n \n # of\n \n Capital\n \n Shares \n \n		\n \n % of \n \n Total\n \n Capital\n \n Stock \n \n	\n \n % of \n \n Total\n \n Voting\n \n Power(2)\n \n
\n 5% Stockholders\n
\n \n Employee Shareholders Committee(3)\n \n		8,818,941			13.8%			—			10.5%			13.8%			8,818,941	13.2%	—	8,818,941	8.7%	13.2%
\n \n BlackRock, Inc.(4)\n \n		6,775,617			10.9%			—			8.1%			10.9%			6,775,617	10.7%	—	6,775,617	6.7%	10.4%
\n \n Amundi Parties(5)\n \n		2,954,924			^			20,036,821			27.4%			4.8%			2,954,924	4.5%	20,036,821	22,991,745	22.8%	4.5%
\n \n GC Ferry Parent, L.P.(6)\n \n		—			—			—			—			—			3,189,107	4.9%	14,013,714	17,202,821	17.0%	4.9%
\n Directors and Named Executive Officers\n
\n \n David C. Brown(7)(8)\n \n		2,737,368			4.4%			—			3.3%			4.4%			2,737,368	4.2%	—	2,737,368	2.7%	4.2%
\n \n Michael D. Policarpo(7)(9)\n \n		1,422,411			2.3%			—			1.7%			2.3%			1,422,411	2.2%	—	1,422,411	1.4%	2.2%
\n \n Nina Gupta(7)(10)\n \n		292,990			*			—			*			*			292,990	*	—	292,990	*	*
\n \n Mannik Dhillon(7)(11)\n \n		350,405			*			—			*			*			350,405	*	—	350,405	*	*
\n \n Thomas M. Sipp(7)(12)\n \n		222,367			*			—			*			*			222,367	*	—	222,367	*	*
\n \n Lawrence Davanzo(13)\n \n		192,399			*			—			*			*			192,399	*	—	192,399	*	*
\n \n Robert V. Delaney, Jr.(14)\n \n		494,102			*			—			*			*			494,102	*	—	494,102	*	*
\n \n Richard M. DeMartini(15)\n \n		947,088			1.5%			—			1.1%			1.5%			947,088	1.5%	—	947,088	*	1.5%
\n \n Karin Hirtler-Garvey \n \n		41,860			*			—			*			*			41,860	*	—	41,860	*	*
\n \n Mary M. Jackson \n \n		7,404			*			—			*			*			7,404	*	—	7,404	*	*
\n \n Alan H. Rappaport(16)\n \n		455,665			*			—			*			*			455,665	*	—	455,665	*	*
\n \n Nicolas Calcoen(17)\n \n		—			*			—			*			*			—		—	—	*	*
\n \n Celine Boyer-Chammard(17)\n \n		—			*			—			*			*			—		—	—	*	*
\n \n All Directors and executive officers as a group (13 Persons)\n \n		7,164,059			11.3%			—			8.5%			11.3%			7,164,059	10.8%	—	7,164,059	7.1%	10.8%

\n ^\n
\n

\n \n Represents beneficial ownership of less than 5%. \n

\n *\n
\n

\n \n Represents beneficial ownership of less than 1%. \n

\n (1)\n
\n

\n \n Sum of percentages exceeds 100% due to unvested restricted stock with voting rights and shares of Victory common stock issuable upon the exercise of options. \n

\n (2)\n
\n

\n \n The shares of Victory Series A convertible preferred stock and Victory Series B convertible preferred stock are not convertible into shares of Victory common stock at the option of the holder. Such shares of capital stock are only convertible into shares of Victory common stock under certain circumstances to unaffiliated third parties as set forth in the applicable Certificate of Designations. \n

\n (3)\n
\n

\n \n Upon the completion of Victory’s initial public offering in 2018, a substantial majority of our employee stockholders, and any new employee shareholder joining Victory thereafter, entered into the Employee Shareholders’ Agreement pursuant to which they granted an irrevocable voting proxy with respect to the shares of our Victory common stock they have acquired from us and any shares they may acquire from us in the future to the Employee Shareholders Committee currently consisting of Mr. Brown, Mr. Policarpo and Mr. Dhillon. All shares subject to the Employee Shareholders’ Agreement will be voted in accordance with the majority decision of those three members. Shares originally subject to the agreement cease to be subject to it when sold by the employee or upon the termination of the employee’s employment with us. The number of shares of common stock in this row includes the shares of common stock currently beneficially owned by current employees party to the Employee Shareholders’ Agreement, which consist of (i) 6,907,032 shares of Victory common stock, (ii) 1,787,721 unvested restricted shares of Victory common stock and (iii) 124,188 shares of Victory common stock issuable upon the exercise of options. As members of our Employee Shareholders Committee, Mr. Brown, Mr. Policarpo and Mr. Dhillon share voting power over all of these shares. Other than as shown in \n

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\n the row applicable to each of them individually, none of Mr. Brown, Mr. Policarpo or Mr. Dhillon has investment power with respect to any of the shares subject to the Employee Shareholders’ Agreement, and each disclaims beneficial ownership of such shares. See the “Relationships and Related Party Transactions — Employee Shareholders’ Agreement” section of the proxy statement filed with the SEC on March 27, 2026. This number does not include 1,996,158 shares of Victory common stock owned by other parties to the Shareholders’ Agreement for which the Employee Shareholders Committee may be deemed to have beneficial ownership. The Employee Shareholders Committee disclaims beneficial ownership of all such shares. \n

\n (4)\n
\n

\n \n Based solely on a Schedule 13G filed with the SEC on August 1, 2025 reporting stock ownership as of July 31, 2025. The Schedule 13G was filed by BlackRock, Inc. According to the Schedule 13G, BlackRock, Inc. had (i) sole power to vote or direct the vote of 6,700,215 shares of Victory common stock, (ii) shared power to vote or direct the vote of 0 shares of Victory common stock, (iii) sole power to dispose or to direct the disposition of 6,775,617 shares of Victory common stock and (iv) shared power to dispose or direct the disposition of 0 shares of Victory common stock. \n

\n (5)\n
\n

\n \n Consists of shares of Victory common stock and Victory Series A convertible preferred stock held of record by Amundi Asset Management S.A.S. See “Relationships and Related Party Transactions-Amundi Shareholder Agreement” section of the proxy statement filed with the SEC on March 27, 2026. \n

\n (6)\n
\n

\n \n Assumes that there are 61,894,728 shares of Victory common stock outstanding immediately prior to the consummation of the acquisition and consists of (i) 3,189,107 shares of Victory common stock and (ii) 14,013,714 shares of Victory Series B convertible preferred stock, in each case to be issued to First Eagle Seller at the closing of the merger pursuant to the merger agreement. The shares of Victory Series B convertible preferred stock are non-voting and are only convertible into shares of Victory common stock under certain circumstances upon transfer to unaffiliated third parties as set forth in the Convertible Preferred Stock Certificate of Designations. \n

\n (7)\n
\n

\n \n Pursuant to the Employee Shareholders Agreement, each of Mr. Brown, Mr. Policarpo, Ms. Gupta, Mr. Dhillon and Mr. Sipp each granted an irrevocable voting proxy with respect to all of the shares of our Victory common stock acquired by such person and any shares such person may acquire from us in the future to the Employee Shareholders Committee as described in footnote 3 above. Each retains investment power with respect to the shares of our Victory common stock such person holds, which are the shares reflected in the row applicable to each person. This amount does not include shares owned by other parties to the Employee Shareholders Agreement for which each of Mr. Brown, Mr. Policarpo, Ms. Gupta, Mr. Dhillon and Mr. Sipp may be deemed to have beneficial ownership. Each of such persons disclaims beneficial ownership of all such shares. \n

\n (8)\n
\n

\n \n Consists of (i) 2,117,402 shares of Victory common stock and (ii) 619,966 unvested restricted shares of Victory common stock. \n

\n (9)\n
\n

\n \n Consists of (i) 1,101,386 shares of Victory common stock and (ii) 321,025 unvested restricted shares of Victory common stock. \n

\n (10)\n
\n

\n \n Consists of (i) 196,411 shares of Victory common stock and (ii) 96,579 unvested restricted shares of Victory common stock. \n

\n (11)\n
\n

\n \n Consists of (i) 281,833 shares of Victory common stock and (ii) 68,572 unvested restricted shares of Victory common stock. \n

\n (12)\n
\n

\n \n Consists of (i) 49,132 shares of Victory common stock and (ii) 173,235 unvested restricted shares of Victory common stock. \n

\n (13)\n
\n

\n \n Consists of (i) 190,812 shares of Victory common stock held of record by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, for which Mr. Davanzo serves as trustee and (ii) 1,587 shares of Victory common stock held of record by Mr. Davanzo. \n

\n (14)\n
\n

\n \n Consists of 491,682 and 2,420 shares of Victory common stock held of record by The 2007 and 2010 Delaney Family LLC, an entity which Mr. Delaney controls, and excludes 3,440 shares of Victory common stock, which were issued in lieu of quarterly cash director fees for Mr. Delaney’s service on Victory’s Board of Directors and for which all rights, title and interest in the shares has been previously assigned by Mr. Delaney to Crestview Advisors, L.L.C. \n

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\n (15)\n
\n

\n \n Consists of (i) 744,062 shares of Victory common stock held of record by The DeMartini 2018 Children’s Trust, a family trust in which Mr. DeMartini’s spouse serves as the trustee and Mr. DeMartini has investment control and (ii) 203,026 shares of Victory common stock held of record by Mr. DeMartini. \n

\n (16)\n
\n

\n \n Consists of (i) 298,861 shares of Victory common stock held of record by ADR Partners, an entity which Mr. Rappaport controls and (ii) 156,804 shares of Victory common stock held of record by Mr. Rappaport. \n

\n (17)\n
\n

\n \n Mr. Nicolas Calcoen and Ms.Boyer-Chammard have elected to waive any right to any compensation from Victory in connection with their services as a non-employee director of Victory. \n

\n 103\n
\n

\n TABLE OF CONTENTS \n

\n STOCKHOLDER PROPOSALS \n

\n Stockholders who, in accordance with the SEC’s Rule 14a-8, wish to submit a proposal for consideration at our 2027 annual meeting of stockholders and include that proposal in our 2027 proxy materials should submit their proposal by certified mail, return receipt requested to Victory Capital Holdings, Inc., c/o Corporate Secretary, 15935 La Cantera Parkway, San Antonio, TX 78256. Proposals must be received no later than November 27, 2026 and satisfy the requirements under applicable SEC Rules (including SEC Rule 14a-8) to be included in the proxy materials for the 2027 annual meeting. \n

\n Our amended and restated bylaws also establish an advance notice procedure for stockholders who wish to present a proposal, including any proposal for the nomination of a director for election, before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy materials. For such a proposal to be properly brought before the 2027 annual meeting of the stockholders, written notice of the proposal must be received by the Corporate Secretary no earlier than January 6, 2027 nor later than February 5, 2027. Any such stockholder notice must contain the information required by, and be provided in the manner set forth in, our amended and restated bylaws. \n

\n In addition to satisfying the foregoing requirements, to comply with the SEC’s universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Victory’s nominees for the 2027 annual meeting of stockholders must provide timely notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than March 7, 2027. \n

\n 104\n
\n

\n TABLE OF CONTENTS \n

\n HOUSEHOLDING OF PROXY STATEMENT \n

\n The SEC has adopted rules that permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and annual reports with respect to two or more stockholders sharing the same address by delivering a single proxy statement or annual report, as applicable, addressed to those stockholders. As permitted by the Exchange Act, only one copy of this proxy statement is being delivered to stockholders residing at the same address, unless the stockholders have notified Victory of their desire to receive multiple copies of the proxy statement. This process, which is commonly referred to in this proxy statement as “householding,” potentially provides extra convenience for stockholders and cost savings for Victory. \n

\n If, at any time, you no longer wish to participate in householding and would prefer to receive a separate copy of this proxy statement, or if you are receiving multiple copies of this proxy statement and wish to receive only one, please contact Victory at the address provided below. Victory will promptly deliver, upon oral or written request, a separate copy of this proxy statement to any stockholder residing at an address to which only one copy was mailed. Requests for additional copies should be directed to Victory Capital Holdings, Inc., 15935 La Cantera Parkway, San Antonio, TX 78256, Attn: Investor Relations, telephone: (210) 694-9658, e-mail: ir@vcm.com. \n

\n 105\n
\n

\n TABLE OF CONTENTS \n

\n WHERE YOU CAN FIND MORE INFORMATION \n

\n Victory files annual, quarterly and current reports, proxy statements and other information with the SEC under the Exchange Act. Victory’s SEC filings are available to the public at the SEC’s website at www.sec.gov. Investors may also consult Victory’s website for more information about Victory. Victory’s website is www.vcm.com. Information included on these websites is not incorporated by reference into this proxy statement. \n

\n The SEC allows Victory to disclose important information to you by referring you to other documents filed separately with the SEC. This information is considered to be a part of this proxy statement, except for any information that is superseded by information included directly in this proxy statement or incorporated by reference subsequent to the date of this proxy statement as described below. This proxy statement also contains summaries of certain provisions contained in some of Victory’s documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by reference to the actual documents. Some documents or information, such as that called for by Items 2.02 and 7.01 of Form 8-K, or the exhibits related thereto under Item 9.01 of Form 8-K, are deemed furnished and not filed in accordance with SEC rules. None of those documents and none of that information is incorporated by reference into this proxy statement. Unless otherwise provided below, the information provided in Victory’s SEC filings (or available on Victory’s website or the SEC’s website) is not part of this proxy statement and is not incorporated by reference. \n

\n This proxy statement incorporates by reference the documents listed below (other than documents or information deemed to have been furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 and the related exhibits under Item 9.01 of Form 8-K). These documents contain important information about the companies, their respective financial condition and other matters. \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Victory SEC Filings (File No. 001-38388) \n \n			\n \n Period or File Date \n \n
\n Annual Report on Form 10-K \n			\n \n Year ended December 31, 2025\n \n
\n Quarterly Reports on Form 10-Q \n			\n Quarterly period ended March 31, 2026 and June 30, 2026\n
\n Current Reports on Form 8-K and 8-K/A \n			\n \n Filed on January 13, 2026, February 11, 2026, February 26, 2026, March 11, 2026, March 16, 2026, March 17, 2026, March 23, 2026, March 24, 2026, April 13, 2026, May 12, 2026, May 12, 2026, May 21, 2026, June 9, 2026, July 13, 2026, July 23, 2026, August 12, 2026, August 26, 2026, August 31, 2026 and September 11, 2026.\n \n
\n Definitive Proxy Statement on Schedule 14A \n			\n Filed on March 27, 2026\n

\n In addition, Victory incorporates by reference any future filings it makes with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this proxy statement and prior to the date of the special meeting (other than information furnished pursuant to Item 2.02 or Item 7.01 of any Current Report on Form 8-K, unless expressly stated otherwise therein). Such documents are considered to be a part of this proxy statement, effective as of the date such documents are filed. \n

\n You can obtain any of these documents from the SEC, through the SEC’s website at the address described above, or Victory will provide you with copies of these documents, without charge, upon request to: \n

\n Victory Capital Holdings, Inc.\n
\n 15935 La Cantera Parkway\n
\n San Antonio, TX 78256 Attention: Investor Relations \n

\n In the event of conflicting information in this proxy statement in comparison to any document incorporated by reference into this proxy statement, or among documents incorporated by reference, the information in the latest filed document controls. \n

\n You should rely only on the information contained or incorporated by reference into this proxy statement. No one has been authorized to provide you with information that is different from that contained \n

\n 106\n
\n

\n TABLE OF CONTENTS\n

\n in, or incorporated by reference into, this proxy statement. This proxy statement is dated [ ], 2026. You should not assume that the information contained in this proxy statement is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement is accurate as of any date other than the date of such incorporated document. Neither Victory’s mailing of this proxy statement to Victory stockholders nor the issuance by Victory of Victory common stock in the share issuance will create any implication to the contrary. \n

\n This document contains a description of the representations and warranties that each of Victory, First Eagle and First Eagle Seller made to the other in the merger agreement. Representations and warranties made by Victory, First Eagle, First Eagle Seller and other applicable parties are also set forth in contracts and other documents that are attached or filed as exhibits to this document or are incorporated by reference into this document. These materials are included or incorporated by reference to provide you with information regarding the terms and conditions of the agreements. Accordingly, the representations and warranties and other provisions of the merger agreement and the contracts and other documents that are attached to or filed as exhibits to this document or are incorporated by reference into this document should not be read alone, but instead should be read only in conjunction with the other information provided elsewhere in this document or incorporated by reference into this document.\n

\n 107\n
\n

\n TABLE OF CONTENTS \n

\n FIRST EAGLE HOLDINGS, INC. \n

\n Consolidated Financial Statements \n

\n F-1\n
\n

\n TABLE OF CONTENTS\n

\n $\"[MISSING$ \n

\n First Eagle Holdings, Inc. and Subsidiaries \n

\n Consolidated Financial Statements \n

\n For the Years Ended December 31, 2025 and 2024\n
\n (With Report of Independent Auditors)\n

\n F-2\n
\n

\n TABLE OF CONTENTS \n

\n Table of Contents \n

\n \n Section \n \n	\n \n Page \n \n
\n \n Report of Independent Auditors \n \n		\n F-4\n
\n \n Consolidated Statements of Financial Condition \n \n		\n F-6\n
\n \n Consolidated Statements of Income/(Loss) \n \n		\n F-8\n
\n \n Consolidated Statements of Comprehensive Income/(Loss) \n \n		\n F-10\n
\n \n Consolidated Statements of Changes in Shareholders’ Equity \n \n		\n F-11\n
\n \n Consolidated Statements of Cash Flows \n \n		\n F-13\n
\n \n Notes to the Consolidated Financial Statements \n \n		\n F-16\n

\n F-3\n
\n

\n TABLE OF CONTENTS \n

\n \n \n \n \n \n \n \n \n \n \n \n

\n $\"[MISSING$ \n

\n Ernst & Young LLP\n
\n One Manhattan West\n
\n New York, NY 10001-8604 \n

\n Tel: +1 212 773 3000\n
\n ey.com\n

\n Report of Independent Auditors \n

\n To Management and the Board of Directors of
First Eagle Holdings, Inc. and Subsidiaries

\n Opinion \n

\n We have audited the consolidated financial statements of First Eagle Holdings, Inc. and Subsidiaries (the Company), which comprise the consolidated statements of financial condition as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), and the related consolidated statements of income/(loss), comprehensive income/(loss), changes in shareholders’ equity and cash flows for the period from August 15, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to August 14, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor), and the related notes (collectively referred to as the “financial statements”). \n

\n In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 (Successor) and December 31, 2024 (Predecessor), and the results of its operations and its cash flows for the period from August 15, 2025 to December 31, 2025 (Successor), the period from January 1, 2025 to August 14, 2025 (Predecessor), and the year ended December 31, 2024 (Predecessor) in accordance with accounting principles generally accepted in the United States of America. \n

\n Basis for Opinion \n

\n We conducted our audits in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. \n

\n Responsibilities of Management for the Financial Statements \n

\n Management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error. \n

\n In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date that the financial statements are available to be issued. \n

\n Auditor’s Responsibilities for the Audit of the Financial Statements \n

\n Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free of material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material \n

\n A member firm of Ernst & Young Global Limited\n

\n F-4\n
\n

\n TABLE OF CONTENTS\n

\n misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. \n

\n In performing an audit in accordance with GAAS, we: \n

\n •\n
\n

\n \n Exercise professional judgment and maintain professional skepticism throughout the audit. \n

\n •\n
\n

\n \n Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. \n

\n •\n
\n

\n \n Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed. \n

\n •\n
\n

\n \n Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. \n

\n •\n
\n

\n \n Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. \n

\n We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. \n

\n $\"[MISSING$ \n

\n April 27, 2026 \n

\n F-5\n
\n

\n TABLE OF CONTENTS \n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Financial Condition\n
\n As of December 31, 2025 and 2024\n
\n ($ in thousands) \n

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n 2025 \n \n			\n \n 2024 \n \n
\n Assets\n
\n \n Current assets\n \n
\n \n Cash and cash equivalents \n \n		$	149,390		$	85,252
\n \n Management fees receivable \n \n			122,507			99,296
\n \n Performance fees receivable \n \n			18,353			78,375
\n \n Loans held-for-sale, net \n \n			18,134			24,667
\n \n Distribution and servicing fees receivable \n \n			9,977			7,863
\n \n Income tax receivable \n \n			14,934			8,937
\n \n Other current assets \n \n			37,049			34,005
\n \n Total current assets\n \n			370,344			338,395
\n \n Non-current assets\n \n
\n \n Restricted cash \n \n			17,864			22,944
\n \n Investments \n \n			82,702			39,330
\n \n Investments in debt securities, available-for-sale \n \n			—			2,276
\n \n Loans held-to-maturity, net \n \n			7,889			13,192
\n \n Derivative asset \n \n			1,374			—
\n \n Deferred tax assets, net \n \n			201,989			219,235
\n \n Operating lease assets, net \n \n			78,052			78,027
\n \n Goodwill and intangibles \n \n			4,603,158			5,122,262
\n \n Other non-current assets \n \n			16,767			18,947
\n \n Total non-current assets\n \n			5,009,795			5,516,213
\n \n Total current and non-current assets\n \n			5,380,139			5,854,608
\n \n Assets of consolidated variable interest entities\n \n
\n \n Restricted cash \n \n			234,891			141,364
\n \n Investments \n \n			2,513,056			25,251
\n \n Investments, held under repurchase agreements \n \n			60,859			89,092
\n \n Loans held-to-maturity, net \n \n			1,129,893			1,296,322
\n \n Other assets \n \n			73,947			57,515
\n \n Total assets of consolidated variable interest entities\n \n			4,012,646			1,609,544
\n \n Total assets\n \n		$	9,392,785		$	7,464,152
\n Liabilities and shareholders’ equity\n
\n Liabilities\n
\n \n Current liabilities\n \n
\n \n Variable compensation and commissions payable \n \n		$	270,925		$	320,364
\n \n Deferred compensation \n \n			58,196			30,405
\n \n Distribution and marketing fees payable \n \n			24,242			20,661
\n \n Accrued expenses \n \n			21,451			24,292

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-6\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Financial Condition (continued)\n
\n As of December 31, 2025 and 2024\n
\n ($ in thousands)\n

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n 2025 \n \n			\n \n 2024 \n \n
\n \n Repurchase agreements, net \n \n			—			(36)
\n \n Loans payable \n \n			20,500			15,182
\n \n Accrued interest payable \n \n			671			357
\n \n Current operating lease liabilities \n \n			9,392			11,611
\n \n Tax receivable agreement payable \n \n			2,832			2,843
\n \n Contingent liability \n \n			93,266			—
\n \n Other current liabilities \n \n			9,861			7,826
\n \n Distribution Payable to members \n \n			209			209
\n \n Total current liabilities\n \n			511,545			433,714
\n \n Non-current liabilities\n \n
\n \n Loans payable \n \n			1,986,962			1,715,949
\n \n Deferred compensation \n \n			44,219			47,117
\n \n Non-current operating lease liabilities \n \n			68,189			76,672
\n \n Deferred tax liability \n \n			915,579			891,714
\n \n Tax receivable agreement payable \n \n			5,435			7,874
\n \n Contingent liability \n \n			—			149,881
\n \n Total non-current liabilities\n \n			3,020,384			2,889,207
\n \n Total current and non-current liabilities\n \n			3,531,929			3,322,921
\n \n Liabilities of consolidated variable interest entities\n \n
\n \n Term debt securitizations and warehouse debt, net \n \n			3,183,563			1,285,355
\n \n Repurchase agreements, net \n \n			53,746			90,009
\n \n Loans payable \n \n			52,296			12,371
\n \n Accrued interest payable \n \n			62,106			20,050
\n \n Third party interest in CLOs \n \n			134,932			86,430
\n \n Other liabilities \n \n			385,547			63,765
\n \n Total liabilities of consolidated variable interest entities\n \n			3,872,190			1,557,980
\n \n Total liabilities\n \n			7,404,119			4,880,901
\n Shareholders’ equity\n
\n \n Common stock ($1 par value 1,000 shares authorized; 100 shares issued and \n \n outstanding at 12/31/25. $0.01 par value 4,900,000 shares authorized; \n \n 461,805 shares issued and outstanding at 12/31/24) \n \n			1,989,808			2,379,059
\n \n Retained earnings/(accumulated deficit) \n \n			(59,716)			(302,791)
\n \n Accumulated other comprehensive income/(loss), net \n \n			1,902			284
\n \n Non-controlling interest \n \n			56,672			506,699
\n \n Total shareholders’ equity\n \n			1,988,666			2,583,251
\n \n Total liabilities and shareholders’ equity\n \n		$	9,392,785		$	7,464,152

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-7\n
\n

\n TABLE OF CONTENTS \n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Income/(Loss)\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands) \n

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n Period From\n \n August 15, 2025 to\n \n December 31,\n \n 2025 \n \n			\n \n Period From\n \n January 1, 2025 to\n \n August 14, 2025 \n \n	\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n Revenue\n
\n \n Management fees, net \n \n		$	409,770			$	589,893	$	875,602
\n \n Performance fees \n \n			40,902				11,152		139,933
\n \n Distribution and servicing fees \n \n			31,586				44,899		67,542
\n \n Interest income \n \n			4,510				6,601		13,518
\n \n Other income \n \n			10,530				16,032		34,186
\n \n Total revenue\n \n			497,298				668,577		1,130,781
\n Expenses\n
\n \n Compensation and benefits \n \n			245,590				261,975		539,370
\n \n Deferred compensation \n \n			25,560				33,477		38,084
\n \n Equity plan \n \n			2,472				9,851		21,808
\n \n Distribution and marketing \n \n			63,828				86,308		127,685
\n \n Interest expense \n \n			72,097				91,838		154,403
\n \n Professional services \n \n			34,413				58,003		37,783
\n \n Data and communication \n \n			18,258				31,728		47,781
\n \n Occupancy \n \n			7,463				13,544		21,819
\n \n General and administrative \n \n			9,586				14,065		23,376
\n \n Depreciation \n \n			1,711				2,298		3,967
\n \n Amortization \n \n			38,407				29,609		48,860
\n \n Impairment \n \n			—				—		296,709
\n \n Other \n \n			37,022				20,648		1,902
\n \n Total expenses\n \n			556,407				653,344		1,363,547
\n \n Net realized gain/(loss) and change in unrealized appreciation/(depreciation) on investments\n \n
\n \n Net realized gain/(loss) on investments \n \n			(86)				575		(439)
\n \n Net change in unrealized appreciation/(depreciation) on investments \n \n			(1,189)				(2,155)		(1,249)
\n \n Gain/(loss) on investments\n \n			(1,275)				(1,580)		(1,688)
\n \n Income/(loss) before income taxes\n \n			(60,384)				13,653		(234,454)
\n Results from consolidated variable interest entities\n
\n \n Income\n \n
\n \n Interest income \n \n			84,714				87,532		160,032
\n \n Other income \n \n			621				2,109		1,934
\n \n Total income from consolidated variable interest entities\n \n			85,335				89,641		161,966

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-8\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Income/(Loss) (continued)\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands)\n

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n Period From\n \n August 15, 2025 to\n \n December 31,\n \n 2025 \n \n			\n \n Period From\n \n January 1, 2025 to\n \n August 14, 2025 \n \n	\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n \n Expenses\n \n
\n \n Interest expense \n \n			72,251				70,486		143,318
\n \n Management fee expense \n \n			—				—		619
\n \n Professional services \n \n			4,259				8,002		1,023
\n \n Other \n \n			6				971		692
\n \n General and administrative \n \n			106				2,183		377
\n \n Total expenses from consolidated variable interest entities\n \n			76,622				81,642		146,029
\n \n Net realized gain/(loss) and change in unrealized appreciation/(depreciation) on investments\n \n
\n \n Net realized gain/(loss) on investments and liabilities \n \n			(8,361)				(7,631)		(19,499)
\n \n Net change in unrealized appreciation/(depreciation) on investments and liabilities \n \n			3,896				(7,277)		5,492
\n \n Gain/(loss) on investments from consolidated variable interest entities\n \n			(4,465)				(14,908)		(14,007)
\n \n Gain/(loss) from consolidated variable interest entities before income tax expense\n \n			4,248				(6,909)		1,930
\n \n Total income/(loss) before income taxes\n \n			(56,136)				6,744		(232,524)
\n \n Income tax expense/(benefit) \n \n			(872)				15,923		16,007
\n \n Net income/(loss)\n \n			(55,264)				(9,179)		(248,531)
\n \n Non-controlling interest \n \n			4,452				8,679		16,657
\n \n Net income/(loss) attributable to First Eagle Holdings, Inc.\n \n		$	(59,716)			$	(17,858)	$	(265,188)

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-9\n
\n

\n TABLE OF CONTENTS \n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Comprehensive Income/(Loss)\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands) \n

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n Period From\n \n August 15, 2025\n \n to December 31,\n \n 2025 \n \n			\n \n Period From\n \n January 1, 2025\n \n to August 14,\n \n 2025 \n \n	\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n Comprehensive income/(loss)\n
\n \n Net income/(loss) attributable to First Eagle Holdings, Inc. \n \n		$	(59,716)			$	(17,858)	$	(265,188)
\n \n Derivative – cash flow hedge, net of tax \n \n			885				833		(1,105)
\n \n Unrealized appreciation/(depreciation) on available-for-sale securities, net of tax \n \n			—				181		477
\n \n Cumulative translation adjustment, net of tax \n \n			1,017				511		574
\n \n Total other comprehensive income/(loss) \n \n			1,902				1,525		(54)
\n \n Total comprehensive income/(loss)\n \n		$	(57,814)			$	(16,333)	$	(265,242)

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-10\n
\n

\n TABLE OF CONTENTS \n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Changes in Shareholders’ Equity\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands except for share counts) \n

\n \n Predecessor \n \n		\n \n Common Shares \n \n			\n \n Retained\n \n Earnings/ (Deficit) \n	\n \n Other\n \n comprehensive\n \n income/(loss) \n \n			\n \n Total\n \n Shareholders’\n \n Equity \n \n	\n \n Non-\n \n controlling\n \n Interest \n \n			\n \n Total\n \n Shareholders’\n \n Equity and\n \n Non-\n \n controlling\n \n Interest \n \n
	\n \n Shares \n \n		\n \n Dollars \n \n
\n \n Balance at January 1, 2024\n \n				460,178			$	2,379,822			$	64,340		$	338	$	2,444,500	$	507,165	$	2,951,665
\n \n Paid in capital \n \n				2,507				3,024				—			—		3,024		—		3,024
\n \n Equity repurchase \n \n				(881)				(3,787)				—			—		(3,787)		(10,127)		(13,914)
\n \n Distributions \n \n				—				—				(101,943)			—		(101,943)		(28,804)		(130,747)
\n \n Net income/(loss) \n \n				—				—				(265,188)			—		(265,188)		16,657		(248,531)
\n \n Other comprehensive \n \n income/(loss) \n \n				—				—				—			(54)		(54)		—		(54)
\n \n Vesting of equity plan \n \n				—				—				—			—		—		21,808		21,808
\n \n Balance at December 31, 2024\n \n				461,805			$	2,379,059			$	(302,791)		$	284	$	2,076,552	$	506,699	$	2,583,251
\n \n Paid in capital \n \n				59				28,394				—			—		28,394		—		28,394
\n \n Equity repurchase \n \n				(236)				(857)				—			—		(857)		(27,081)		(27,938)
\n \n Contribution from member \n \n				—				—				—			—		—		34,995		34,995
\n \n Distributions \n \n				—				—				—			—		—		(5,146)		(5,146)
\n \n Net income/(loss) \n \n				—				—				(17,858)			—		(17,858)		8,679		(9,179)
\n \n Other comprehensive \n \n income/(loss) \n \n				—				—				—			1,525		1,525		—		1,525
\n \n Vesting of equity plan \n \n				—				—				—			—		—		9,851		9,851
\n \n Balance at August 14, 2025\n \n				461,627			$	2,406,596			$	(320,649)		$	1,809	$	2,087,756	$	527,997	$	2,615,753

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-11\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Changes in Shareholders’ Equity (continued)\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands except for share counts)\n

\n \n Successor \n \n		\n \n Common Shares \n \n			\n \n Retained\n \n Earnings/ (Deficit) \n	\n \n Other\n \n comprehensive\n \n income/(loss) \n \n			\n \n Total\n \n Shareholders’\n \n Equity \n \n	\n \n Non-\n \n controlling\n \n Interest \n \n			\n \n Total\n \n Shareholders’\n \n Equity and\n \n Non-\n \n controlling\n \n Interest \n \n
	\n \n Shares \n \n		\n \n Dollars \n \n
\n \n Balance at August 15, 2025\n \n				—			$	—			$	—		$	—	$	—	$	—	$	—
\n \n Parent’s investment in FEH as a result of the Genstar \n \n Transaction \n \n				100				3,949,567				—			—		3,949,567		—		3,949,567
\n \n Fair value of non-controlling \n \n interest \n \n				—				—				—			—		—		32,812		32,812
\n \n Distribution of debt proceeds to Parent to fund Genstar Transaction \n \n				—				(1,900,746)				—			—		(1,900,746)		—		(1,900,746)
\n \n Distribution to Parent \n \n				—				(90,661)				—			—		(90,661)		—		(90,661)
\n \n Vesting of Special Post-Closing Award \n \n				—				24,259				—			—		24,259		—		24,259
\n \n Contributions from Parent \n \n				—				7,345				—			—		7,345		25,408		32,753
\n \n Equity Repurchase \n \n				—				(2,428)				—			—		(2,428)		—		(2,428)
\n \n Distributions \n \n				—				—				—			—		—		(6,000)		(6,000)
\n \n Net income/(loss) \n \n				—				—				(59,716)			—		(59,716)		4,452		(55,264)
\n \n Other comprehensive \n \n income/(loss) \n \n				—				—				—			1,902		1,902		—		1,902
\n \n Vesting of equity plan \n \n				—				2,472				—			—		2,472		—		2,472
\n \n Balance at December 31, 2025\n \n				100			$	1,989,808			$	(59,716)		$	1,902	$	1,931,994	$	56,672	$	1,988,666

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-12\n
\n

\n TABLE OF CONTENTS \n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Cash Flows\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands) \n

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n Period From\n \n August 15,\n \n 2025 to\n \n December 31,\n \n 2025 \n \n			\n \n Period From\n \n January 1,\n \n 2025 to\n \n August 14,\n \n 2025 \n \n	\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n Cash flows from operating activities\n
\n \n Net income/(loss) \n \n		$	(55,264)			$	(9,179)	$	(248,531)
\n \n Adjustments to reconcile net income/(loss) to net cash provided by operating activities \n \n
\n \n Depreciation and amortization \n \n			40,521				31,907		52,827
\n \n Impairment loss \n \n			—				—		296,709
\n \n Amortization of debt issuance costs \n \n			5,662				6,094		9,334
\n \n Amortization/(accretion) of premium/discount on debt investments \n \n			(2,249)				406		91
\n \n Net realized (gain)/loss on investments and CLO liabilities \n \n			8,447				7,056		19,937
\n \n Net unrealized (appreciation)/depreciation on investments and CLO liabilities \n \n			(2,708)				9,433		(4,243)
\n \n Net (gain)/loss from hedge ineffectiveness \n \n			(1,374)				833		3,313
\n \n Deferred tax, net \n \n			(27,725)				(3,025)		(44,416)
\n \n Profits interest and equity plan \n \n			2,706				9,851		21,808
\n \n Cumulative translation adjustment, net of tax \n \n			1,902				(9)		574
\n \n (Increase)/decrease in operating assets \n \n
\n \n Management fees receivable \n \n			(52,226)				29,015		2,428
\n \n Performance fees receivable \n \n			(12,620)				72,642		(25,410)
\n \n Distribution and servicing fees receivable \n \n			(4,805)				2,691		(1,246)
\n \n Income tax receivable \n \n			(4,743)				8,937		11,285
\n \n Reduction in the carrying amount of operating lease \n \n assets \n \n			(1,859)				6,146		10,744
\n \n Other assets \n \n			(1,773)				(1,489)		19,394
\n \n Increase/(decrease) in operating liabilities \n \n
\n \n Variable compensation and commissions payable \n \n			139,813				(189,251)		96,238
\n \n Deferred compensation \n \n			25,384				(491)		(251)
\n \n Distribution and marketing fees payable \n \n			13,164				(9,584)		4,308
\n \n Accrued expenses \n \n			(42,644)				26,929		865
\n \n Accrued interest payable \n \n			671				16,268		(873)
\n \n Contingent Liability \n \n			(31)				(57,579)		34,190
\n \n Taxes payable \n \n			—				(10,191)		—
\n \n Change in operating lease liabilities \n \n			4,188				(6,350)		(10,358)
\n \n Other liabilities \n \n			7,545				(3,160)		(13,760)

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-13\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Cash Flows (continued)\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands)\n

	\n \n Successor \n \n		\n \n Predecessor \n \n
	\n \n Period From\n \n August 15,\n \n 2025 to\n \n December 31,\n \n 2025 \n \n		\n \n Period From\n \n January 1,\n \n 2025 to\n \n August 14,\n \n 2025 \n \n	\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n Consolidated variable interest entities \n
\n \n (Increase)/decrease in operating assets \n \n
\n \n Other assets \n \n		49,389			(65,821)	(35,110)
\n \n Increase/(decrease) in operating liabilities \n \n
\n \n Accrued interest payable \n \n		49,376			(7,320)	2,571
\n \n Third party interest in CLOs \n \n		—			(4,692)	22,873
\n \n Other liabilities \n \n		(33,077)			345,797	(26,748)
\n \n Net cash provided by operating activities\n \n		105,670			205,864	198,543
\n Cash flows from investing activities\n
\n \n Purchase of a business \n \n		—			—	—
\n \n Purchases of property and equipment \n \n		(467)			(1,154)	(442)
\n \n Purchases of investments and debt securities \n \n		(109,662)			(214,132)	(282,837)
\n \n Proceeds from sale of investments and debt securities \n \n		122,250			170,206	268,761
\n \n Consolidated variable interest entities \n \n
\n \n Purchases of investments and debt securities \n \n		(1,232,079)			(2,717,335)	(1,201,510)
\n \n Proceeds from sale of investments and debt securities \n \n		716,280			883,285	940,054
\n \n Net cash used in investing activities\n \n		(503,678)			(1,879,130)	(275,974)
\n Cash flows from financing activities\n
\n \n Common stock \n \n		—			28,394	3,024
\n \n Treasury stock \n \n		—			(857)	(3,787)
\n \n Contributions from shareholders \n \n		31,605			—	—
\n \n Distributions to shareholders \n \n		(1,991,410)			—	(101,735)
\n \n Repurchase of shares \n \n		(2,428)			—	—
\n \n Net distributions to non-controlling interest \n \n		—			(28,409)	(38,931)
\n \n Issuance of term loan, repurchase debt and other secured borrowing \n \n		2,068,000			116,300	107,800
\n \n Cumulative effect of accounting change (note 2) \n \n		—			—	—
\n \n Repayment of term loan, repurchase debt and other secured borrowing \n \n		(53,900)			(84,686)	(138,035)
\n \n Revolving credit facility \n \n		50,000			130,000	—
\n \n Repurchase agreements, net \n \n		—			—	(36)
\n \n Debt issuance costs \n \n		(104,178)			—	(33,045)
\n \n Tax receivable agreement paid \n \n		(1,824)			—	(2,418)
\n \n Consolidated variable interest entities \n \n
\n \n Contributions to CLOs \n \n		25,409			31,176	—

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-14\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Consolidated Statements of Cash Flows (continued)\n
\n For the Years Ended December 31, 2025 and 2024\n
\n ($ in thousands)\n

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n Period From\n \n August 15,\n \n 2025 to\n \n December 31,\n \n 2025 \n \n			\n \n Period From\n \n January 1,\n \n 2025 to\n \n August 14,\n \n 2025 \n \n	\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n \n Distributions from CLOs \n \n			(6,000)				—		—
\n \n Issuance of term debt securitizations and warehouse debt \n \n			354,712				1,725,910		371,352
\n \n Reset of Investments \n \n			—				13,500		—
\n \n Repayment of term debt securitizations and warehouse debt \n \n			(60,354)				(150,451)		(58,413)
\n \n Issuance of senior and subordinated note obligations \n \n			10,350				74,735		—
\n \n Repayment of senior and subordinated note obligations \n \n			—				—		—
\n \n Debt issuance costs \n \n			—				—		(1,972)
\n \n Deconsolidation of VIE \n \n			—				—		(5,797)
\n \n Drawdown on revolving credit facility \n \n			12,251				48,878		—
\n \n Repayment of revolving credit facility \n \n			(8,000)				(4,900)		—
\n \n Net cash provided by/(used in) financing activities\n \n			324,233				1,899,590		98,007
\n \n Net increase/(decrease) in cash, cash equivalents, and restricted \n \n cash\n \n			(73,775)				226,324		20,576
\n \n Cash, cash equivalents, and restricted cash, beginning of the period\n \n			475,920				249,560		228,984
\n \n Cash, cash equivalents, and restricted cash, end of the period\n \n		$	402,145			$	475,920	$	249,560

	\n \n Successor \n \n			\n \n Predecessor \n \n
	\n \n Period From\n \n August 15,\n \n 2025 through\n \n December 31,\n \n 2025 \n \n			\n \n Period From\n \n Janaury 1,\n \n 2025 through\n \n August 14,\n \n 2025 \n \n	\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n Supplemental disclosure of cash information\n
\n \n Taxes paid \n \n		$	32,451			$	20,667	$	48,444
\n \n Interest paid \n \n		$	78,343			$	69,295	$	146,844
\n \n Interest paid by consolidated variable interest entities \n \n		$	20,769			$	61,975	$	99,264
\n \n Reconciliation of cash and cash equivalents, restricted cash, and \n \n restricted cash held at consolidated variable interest entities to the \n \n consolidated statements of financial condition:\n \n
\n \n Cash and cash equivalents \n \n		$	149,390			$	124,048	$	85,252
\n \n Restricted cash \n \n			17,864				15,232		22,944
\n \n Restricted cash held at consolidated variable interest entities \n \n			234,891				336,640		141,364
\n \n Total cash and cash equivalents, restricted cash, and restricted cash held at consolidated variable interest entities\n \n		$	402,145			$	475,920	$	249,560

\n See accompanying notes to consolidated financial statements. \n
\n

\n F-15\n
\n

\n TABLE OF CONTENTS \n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements \n

\n Note 1. Description of Business \n

\n First Eagle Holdings, Inc. (the “Company” or “FEH”), is the controlling member of an operating subsidiary, First Eagle Investment Management, LLC (“FEIM”), a registered investment adviser under the Investment Advisers’ Act of 1940. FEIM has several wholly owned subsidiaries that support its global investment management operations. These include: (i) a broker-dealer entity engaged in the distribution of registered fund products and limited private placement activities; (ii) domestic investment management, (iii) international subsidiaries that provide investor sourcing, servicing, and relationship management functions outside the United States; and (iv) entities dedicated to the Company’s alternative credit platform. The international subsidiaries primarily focus on servicing and developing relationships with non-U.S. institutional investors across Europe, the Middle East and Asia. \n

\n First Eagle Alternative Credit, LLC (“FEAC”) and Napier Park Global Capital, LLC (“Napier Park”) represent the Company’s alternative credit business (collectively “Alternative Credit”). Alternative Credit is an alternative credit manager for credit funds, US and European collateralized loan obligations, and real assets. The alternative credit business also manages portfolios of broadly syndicated loans and directly originated middle market loans on behalf of sophisticated investors through public and private vehicles, separately managed accounts and commingled funds including collateralized loan obligations (“CLOs”). \n

\n On February 28, 2025, GC Ferry Intermediate, Inc. (the “Parent”), GC Ferry Acquisition I, Inc. (“Merger Sub I”), and GC Ferry Acquisition II, LLC (“Merger Sub II”) entered into a Merger Agreement (the “Merger Agreement”) with FEH and FEIM, pursuant to which (a) Merger Sub I merged with and into FEH, with FEH surviving (the “Holdings Merger”), and (b) Merger Sub II merged with and into FEIM, with FEIM surviving (the “Company Merger,” and together with the Holdings Merger, the “Genstar Transaction”). Parent, Merger Sub I, and Merger Sub II are affiliates of Genstar Capital (“Genstar”), a leading private equity firm focused on investments in targeted segments of the financial services, software, healthcare and industries. The Genstar Transaction closed on August 15, 2025 (the “Acquisition Date”). Prior to August 15, 2025, FEH and FEIM were majority owned by The Blackstone Group LP, Corsair Capital LLC, and their co-investors. Refer to Note 3 for further information. \n

\n As a result of the Genstar Transaction and the related change in control, the Company’s financial statements are presented on a “Predecessor” and “Successor” basis, with the predecessor period reflecting the results of operations of the Company through August 14, 2025 and the Successor period reflecting the results of operations from August 15, 2025 through December 31, 2025. The Predecessor and Successor periods are not comparable due to the change in ownership and the accounting impacts of applying purchase accounting in accordance with Accounting Standards Codification (“ASC”) 805, Business Combinations, to the Genstar Transaction. \n

\n Note 2. Summary of Significant Accounting Policies \n

\n The accompanying Consolidated Financial Statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) as detailed in the Financial Accounting Standards Board’s (“FASB”) ASC. \n

\n (a)\n
\n

\n \n Principles of Consolidation \n

\n The Company consolidates those entities in which it has a direct or indirect controlling financial interest based on either a variable interest model or voting interest model. All significant intercompany transactions and balances have been eliminated in consolidation. The Company determines whether it has a controlling financial interest in an entity by first evaluating whether the entity is a voting interest entity (“VOE”) or a variable interest entity (“VIE”). The usual condition for a controlling financial interest in a VOE is ownership of a majority voting interest. If the Company has a majority voting interest in a VOE, the entity is consolidated. \n

\n F-16\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n The Company has a controlling financial interest in a VIE when the Company has a variable interest that provides it with (i) the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. \n

\n (b)\n
\n

\n \n Cash and Cash Equivalents, and Restricted Cash \n

\n Cash and cash equivalents include highly liquid instruments with original maturities of three months or less at the date of acquisition. Cash equivalents consist of investments in money market funds with a stable net asset value (“NAV”) which are valued based on NAV per share. The value of money market fund is disclosed in the fair value table in Note 11. The Company maintains deposits with financial institutions in an amount that are in excess of federally insured limits. \n

\n Restricted cash includes collateral for standby letters of credit related to certain occupancy leases, the balance of the principal and interest collections accounts, pre-funding amounts in the Company’s term debt securitizations, and customer holdbacks and escrows. The use of the principal collection accounts’ cash is limited to funding the growth of the Company’s loan portfolio or paying down term debt securitizations. The interest collection account cash is limited to the payment of interest, servicing fees and other expenses of the Company’s term debt securitizations. \n

\n (c) Revenue Recognition \n

\n The Company recognizes revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. The Company’s revenue is based on contracts with a determinable transaction price and distinct performance obligations with probable collectability. Revenues are not recognized until the performance obligations are satisfied. \n

\n The Company considers its performance obligations in its customer contracts to be one of the following, based upon the services promised: asset management services, distribution services, and arrangement of administrative services. \n

\n For asset management services, the Company earns management fees, performance fees, or carried interest/performance allocation. Management fees are generally calculated based on percentage of the funds’ average net assets. Management fees for certain alternative credit funds and CLOs are calculated using gross assets or average daily capital, or based on commitments (principal of the collateral). The Performance fees may be in form of allocation depending on how the funds are set up and are calculated as a percentage of profits, when investment returns exceed minimum return levels or other performance targets with the respective terms set out in each fund’s governing agreements. Certain fund structures earn performance allocation, also referred to as carried interest. Performance allocations are generally recognized as revenue when realized at the end of the measurement period based on cumulative fund performance to date, and may be subject to a preferred return to limited partners. \n

\n For distribution services, the Company earns 12b-1 fees and commissions from certain of the registered funds it manages. 12b-1 fees are calculated based on percentage of average net assets of the respective fund. Commissions are generally based on a rate applied to the number of shares sold or purchased in the registered funds. \n

\n For arrangement of administrative services, the Company earns administration revenue in the form of fees or reimbursements. The fees are calculated as a percentage of average net assets, while reimbursements are tracked based on costs (including personnel, related overhead and other costs) by certain employees of the Company utilized by the funds. The reimbursements may have a cap, as a percentage of net assets, which can be charged to the funds. Administration revenue is a component of Other income within the Consolidated Statements of Income/(Loss). \n

\n F-17\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n As part of Alternative Credit’s direct lending business, the Company originates, negotiates and arranges credit facilities and the lenders necessary to participate in the facility. The Company has named FEF Distributors LLC (“FEFD”), the Company’s wholly owned broker dealer as the arranger of the credit facility deals, and in turn, the Company earns arrangement fee from borrowers for its work in structuring and arranging the credit facility which is included in Other income in the Consolidated Statements of Income. These fees are typically 0.25% to 1% of the total credit facility size. \n

\n Management fees, administration revenue and distribution servicing fees (12b-1 fees) are recognized over time as the performance obligation is satisfied as the services are rendered and the customer simultaneously receives and consumes the benefits of the services performed. Performance fees, performance allocations, commissions, and arrangement fees are recognized at a point in time, when the control of the promised services is transferred to the customers. Performance fees, incentive fees and performance allocations are not recognized until (a) it is probable that a significant reversal will not occur, or (b) the uncertainty associated with the variable consideration is subsequently resolved. For CLO incentive income, such criteria are generally met when all contributed capital and preferred return, if any, have been distributed to the investors and subordinated collateral management fees (if any) have been paid to the Company. Commissions are recognized at time of purchase or sale of the shares of the funds. \n

\n The following table presents the disaggregation of revenue from contracts with customers according to service type. \n

	\n \n Successor \n \n			\n \n Predecessor \n \n
\n \n ($ in thousands) \n \n	\n \n Period From\n \n August 15, 2025\n \n to December 31,\n \n 2025 \n \n			\n \n Period From\n \n January 1, 2025\n \n to August 14,\n \n 2025 \n \n	\n \n Year ended\n \n December 31,\n \n 2024 \n \n
\n \n Management Fees, net \n \n		$	409,770			$	589,893	$	875,602
\n \n Performance Fees \n \n			40,902				11,152		139,933
\n \n Distribution Servicing Fees \n \n			31,586				44,899		67,542
\n \n Administration Revenues* \n \n			10,650				13,181		16,734
\n \n Arrangement Fee Revenue* \n \n			1,974				3,487		3,728
\n \n Commissions fee revenue* \n \n			410				545		673
\n \n Total \n \n		$	495,292			$	663,157	$	1,104,212

\n *\n
\n

\n \n Administration revenues, Arrangement fee revenue and Commissions fee revenue are included in Other income on the Consolidated Statements of Income/(Loss). \n

\n Interest income is recorded on an accrual basis. \n

\n Dividend income is recorded when the right to receive payment is established and is included in Other income on the Consolidated Statements of Income/(Loss). \n

\n The Company uses estimates in recording accruals related to its revenues. Receivables are recorded on an accrual basis and recognized over the period earned. Management believes that all fees receivables are current and collectible. Accordingly, no provision for credit losses was deemed necessary. \n

\n (d) Investments \n

\n Investments in Marketable Securities, Mutual Funds, Private Funds, CLOs and Collateralized management vehicles (“CMVs”) \n

\n The Company records its investments at fair value. Fair value is the estimated amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants at the measurement date (i.e., the exit price). \n

\n F-18\n
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\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n The Company’s investments in marketable securities are carried at fair value. \n

\n Investments in the publicly traded funds are valued at the closing price from primary exchange as of the measurement date. The Company’s investments in open-end mutual funds are valued at the closing net asset value on the date of the valuation. \n

\n As a practical expedient for fair value, investments in partnerships and funds are reported at net asset value (“NAV”), as reported by the underlying partnership, in the accompanying Consolidated Statements of Financial Condition and represents ownership in investment partnerships and funds that trade, among other things, domestic and foreign equities, fixed income securities, currencies, commodities and derivative investments. \n

\n Investments in Equity Co-Invests \n

\n The Company from time to time will make equity co-investments alongside their loans to their borrowers. These investments are generally less than $1.0 million and may be a direct equity investment in common or preferred stock or may be in the form of warrants or limited liability membership interests, depending on the individual borrower. These positions generally are a de-minimus percentage of ownership in the underlying borrower. The Company accounts for equity investments that do not have a readily available determinable fair value under the measurement alternative detailed within U.S. GAAP, to the extent such investments are not subject to consolidation or the equity method. Under the measurement alternative, these financial instruments are carried at cost, less any impairment assessed quarterly, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. If determined to be impaired, a write down is recorded and no gain or loss is booked until a liquidity event occurs. There were eight impaired investments of $4.2 million as of December 31, 2025 (Successor). There were six impaired investments of $4.4 million as of December 31, 2024 (Predecessor). As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor) the Company held $5.9 million and $5.9 million at cost of equity co-investments, recorded within Investments on Consolidated Statements of Financial Condition. \n

\n Variable Interest Entities Investments and Investments, held under repurchase agreements \n

\n Investments managed by First Eagle Alternative Credit Funding, LLC (“FEAC Funding”), a majority-owned affiliate (“MOA”), are recorded at fair value in Investments on the Consolidated Statements of Financial Condition. FEAC Funding generally holds a five percent vertical interest in the debt and equity tranches of a series of CLOs. In valuing the CLO debt and equity, the Company considers a variety of relevant factors, including price indications from multiple dealers, recent trading prices for specific investments, recent purchases and sales in similar securities and output from a third-party financial model. \n

\n Loans Held-for-Sale, net \n

\n Loans classified as held-for-sale consist of loans originated by the Company, intended to be sold or syndicated to third parties (including funds managed by the Company). These loans are carried at the lower of aggregate cost, net of any deferred origination costs or fees, or fair value. \n

\n See Loans Held for Sale (Note 11) for further discussion relating to the Company’s investments. \n

\n Loans Held to Maturity \n

\n The Company elected the irrevocable fair value option for all outstanding loans. Under the fair value option, loans are measured at each reporting period based upon their exit value in an orderly transaction and unrealized gains or losses from changes in fair value are recorded in the consolidated statements of operations. \n

\n F-19\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n For originated loans, non-refundable loan fees are deferred and included in loans held to maturity, on the Consolidated Statements of Financial Condition. The net deferred fees or costs are recognized as an adjustment to interest income over the contractual life of the loans using a methodology which approximates the effective interest. \n

\n (e)\n
\n

\n \n Investment Transactions \n

\n Investment transactions are accounted for on a trade date basis. The specific identification method is used in determining realized gains and losses on investment transactions. \n

\n (f)\n
\n

\n \n Fixed Assets \n

\n Fixed assets are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. Fixed assets are included as a component of Other non-current assets on the Consolidated Statements of Financial Condition. \n

\n (g)\n
\n

\n \n Foreign Currency \n

\n The Company’s books and records are maintained in U.S. dollars, with the exception of foreign subsidiaries, for which their functional currencies are used. The Company’s foreign subsidiaries are maintained in GBP, EUR, CHF and AED. \n

\n Assets and liabilities of foreign subsidiaries denominated in foreign currency are translated based on the end of period exchange rates from local currency to U.S. dollars. Results of operations are translated at the average exchange rates in effect during each month end. \n

\n (h)\n
\n

\n \n Goodwill and Other Intangible Assets \n

\n The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment, which is referred to as a component. The Company identified two reporting units in the Successor period post Genstar Transaction, which are consistent with our reporting segments: Public Markets (formerly FEIM) and Alternative Credit (formerly FEAC and Napier Park). In the Predecessor period, we identified three reporting units, which are consistent with our reporting segments: FEIM, FEAC and Napier Park. We assess goodwill for impairment using a qualitative or quantitative assessment. \n

\n The qualitative assessment includes consideration of the current trends in the industry in which the Company operates, macroeconomic conditions and recent financial performance of our reporting units. The quantitative analysis requires a comparison of each reporting unit’s carrying value to the fair value of the respective unit. \n

\n Goodwill represents the excess of cost over the fair value of identifiable net assets of an acquired business. Goodwill is tested annually for impairment or more frequently if circumstances indicate impairment may have occurred. \n

\n The Company’s intangible assets consist of acquired contractual rights to earn future fee income, including management and advisory fees. Indefinite-lived intangible assets are tested for impairment annually. If, after assessing qualitative factors, the Company believes that it is more likely than not that the fair value of the indefinite-lived intangible asset is less than its carrying amount, the Company will evaluate impairment quantitatively to determine and record the amount of impairment as the excess of the carrying amount of the indefinite-lived intangible asset over its fair value. Finite-lived intangible assets are amortized on straight-line basis over their estimated useful lives and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. \n

\n The Company (1) performs its annual or interim goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount, and (2) recognizes an impairment charge for the amount by \n

\n F-20\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n which the carrying amount exceeds the reporting unit’s fair value, with the understanding that the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Inherent in such fair value determinations are certain judgments and estimates relating to future cash flows, including the Company’s strategic plans. \n

\n (i)\n
\n

\n \n Loans Payable \n

\n Loans payable consist of bank loans as well as an asset-based lending facility to be used to purchase certain eligible loans. Loans payable are recorded net of any deferred financing costs in connection with setting up or any amendments to the facility. \n

\n (j)\n
\n

\n \n Deferred Financing Costs \n

\n Deferred financing costs consist of fees and expenses paid in connection with the closing of credit facilities and are capitalized at the time of payment. Deferred financing costs related to revolving credit facilities are amortized using the straight-line method over the term of the credit facilities. Loans payable and Repurchase agreements are presented on the Consolidated Statements of Financial Condition, net of any unamortized deferred financing costs. \n

\n (k)\n
\n

\n \n Compensation and Benefits \n

\n Compensation and benefits consists of salary, employer payroll taxes, benefits, discretionary bonus and other special performance or formulaic payments to employees, which are determined based on the employees’ role and their contract with the Company. Also included are certain transaction-related compensation such as earnout, retention payments and accruals, which are dependent on continued service of the employees. Further, certain employees of the Company are granted allocations of incentive compensation, which is paid out of incentive income earned and recognized by the Company from affiliated funds. \n

\n (l)\n
\n

\n \n Leases \n

\n The Company determines if an arrangement contains a lease at inception based on whether it has the right to control the asset during the contract period and other facts and circumstances. \n

\n Operating lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company records leases on the Consolidated Statements of Financial Condition in the form of a lease liability for the present value of future minimum payments under the lease terms and a right-of-use asset equal to the lease liability adjusted for items such as deferred or prepaid rent, lease incentives, and any impairment of the right-of-use asset. Operating leases with a lease term of 12 months or less at inception are not recorded within the Consolidated Statements of Financial Condition and are expensed on a straight-line basis over the lease term within Occupancy expense on the Consolidated Statements of Income/(Loss). The lease term is determined by assuming the exercise of renewal options that are reasonably certain. As most leases do not provide an implicit interest rate, the Company uses its incremental borrowing rate, along with information available in determining the present value of future payments. See Note 15 for additional information on leasing arrangements. \n

\n (m)\n
\n

\n \n Income Taxes \n

\n The Company accounts for income taxes utilizing the liability method. Under this method, deferred income taxes are provided based upon the net tax effects of temporary differences between the financial reporting and tax basis of assets and liabilities. In addition, deferred income taxes are determined using the enacted tax rates and laws, which are expected to be in effect when the related temporary differences are expected to be reversed. A valuation allowance is provided to offset any net deferred tax assets if, based upon the available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. \n

\n F-21\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n The Company evaluates its tax filing positions in the U.S. federal, state, local and foreign jurisdictions where it is required to file income tax returns, as well as for all open tax years, if any, in these jurisdictions. Tax reserves are established as required for any uncertain tax positions. The Company recognizes accrued interest and penalties related to uncertain tax positions as part of Income tax expense/(benefit) within the Consolidated Statements of Income/(Loss). \n

\n The Company’s conclusion on uncertain tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analysis of tax laws, regulation and interpretations thereof. \n

\n (n)\n
\n

\n \n Use of Estimates \n

\n The preparation of Consolidated Financial Statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts and the disclosure of contingencies in the Consolidated Financial Statements. Actual results could differ materially from the estimates included in the Consolidated Financial Statements. \n

\n (o)\n
\n

\n \n Repurchase Agreements \n

\n Repurchase agreements are accounted for as liabilities since the Company maintains effective control of the financed assets. The counterparty has the obligation to return the pledged collateral upon maturity of the repurchase agreement. Repurchase agreements are recorded at the closing date, net of related premium or discount amounts. Borrowing premiums and discounts are amortized or accreted, respectively, over the term of the related agreement. \n

\n (p)\n
\n

\n \n Risks\n

\n Investment Risk \n

\n The Company’s investing activities expose it to various types of risks that are associated with the markets and financial instruments in which it invests. The significant types of financial risks to which the Company is exposed include, but are not limited to, market risk and credit risk. \n

\n Market Risk \n

\n Certain events particular to each market in which the Company’s investments conduct operations, as well as general economic and political conditions, may have a significant negative impact on the operations and profitability of the Company’s investments and/or on the fair value of the Company’s investments. Such events are beyond the Company’s control, and the likelihood they may occur and the potential effect on the Company cannot be predicted. \n

\n Credit Risk \n

\n If a CLO in which the Company invests, an underlying asset of any such CLO declines in price or fails to pay interest or principal when due could adversely impact the Company. Non-payment would result in a reduction of the Company’s income, a reduction in the value of the applicable CLO and, potentially, a decrease in the Company’s NAV. With respect to investments in CLO securities that are secured, there can be no assurance liquidation of collateral would satisfy the issuer’s obligation in the event of non-payment of interest or principal or such collateral could be readily liquidated. To the extent the credit rating assigned to a security in the Company’s portfolio is downgraded, the market price and liquidity of such security may be adversely affected. In addition, if a CLO triggers an event of default as a result of failing to make payments when due or for other reasons, the CLO would be subject to the possibility of liquidation, which could result in full loss of value to the CLO Subordinated Notes and junior debt tranche investments. The CLO Subordinated Notes are the most likely tranche to suffer a loss of all of their value in these circumstances. \n

\n F-22\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n Note 3. Genstar Transaction \n

\n The Genstar Transaction closed on August 15, 2025, whereby, 100% of the equity of the Company was acquired by the Parent. The majority of the beneficial owners of the Parent are private equity funds managed by Genstar. \n

\n The purchase price totaled approximately $3,949.2 million, including $3,824.1 million of cash consideration and $125.1 million of equity consideration. The cash consideration was partially financed by FEH with $2,050.0 million in term debt and $50.0 million draw on a $450 million credit facility. Refer to Note 13 for additional information regarding the debt financing. \n

\n The Company accounted for the Genstar Transaction as a business combination under the acquisition method of accounting, and elected to apply pushdown accounting. The acquisition method requires the Company to measure identifiable assets acquired and liabilities assumed at their fair values as of the Acquisition Date, with the excess of the consideration transferred over those fair values recorded as goodwill. The preliminary fair values of consideration transferred, assets acquired, and liabilities assumed are subject to adjustment as the purchase accounting is finalized. \n

\n The following table includes the preliminary amounts recognized as a result of the Genstar Transaction (in thousands): \n

\n \n Consideration transferred\n \n	$	3,949,180
\n Assets Acquired\n
\n Current assets \n
\n \n Cash and cash equivalents \n \n	$	124,048
\n \n Management and performance fees receivable \n \n		76,014
\n \n Loans held-for-sale, net \n \n		62,133
\n \n Other current assets \n \n		50,870
\n \n Total current assets \n \n	$	313,065
\n Non-current assets \n
\n \n Restricted cash \n \n		15,232
\n \n Investments \n \n		49,723
\n \n Operating lease assets, net \n \n		76,193
\n \n Intangible assets \n \n		4,106,600
\n \n Other non-current assets \n \n		29,021
\n \n Total non-current assets \n \n	$	4,276,769
\n \n Total current and non-current assets \n \n	$	4,589,834
\n Assets of consolidated variable interest entities \n
\n \n Restricted cash \n \n		336,640
\n \n Investments \n \n		1,926,190
\n \n Investments, held under repurchase agreements \n \n		64,626
\n \n Loans held-to-maturity, net \n \n		1,207,450
\n \n Other assets \n \n		123,336
\n \n Total assets of consolidated variable interest entities \n \n	$	3,658,242
\n \n Total assets\n \n	$	8,248,076

\n F-23\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n Liabilities Assumed \n
\n Current liabilities \n
\n \n Variable compensation and commissions payable \n \n	$	131,113
\n \n Deferred compensation \n \n		51,907
\n \n Accrued expenses payable \n \n		64,095
\n \n Contingent liability \n \n		93,297
\n \n Other current liabilities \n \n		27,771
\n \n Total current liabilities \n \n	$	368,183
\n Non-current liabilities \n
\n \n Deferred compensation non-current \n \n		25,124
\n \n Non-current operating lease liabilities \n \n		64,407
\n \n Deferred tax liability \n \n		741,314
\n \n Other non-current liabilities \n \n		47,768
\n \n Total non-current liabilities \n \n	$	878,613
\n \n Total current and non-current liabilities \n \n	$	1,246,796
\n Liabilities of consolidated variable interest entities \n
\n \n Term debt securitizations, net \n \n		2,891,646
\n \n Repurchase agreements, net \n \n		55,910
\n \n Loans payable \n \n		49,912
\n \n Third party interest in CLOs \n \n		126,178
\n \n Other liabilities \n \n		431,719
\n \n Total liabilities of consolidated variable interest entities \n \n	$	3,555,365
\n \n Total liabilities\n \n	$	4,802,161
\n \n Less: Fair value of noncontrolling interests \n \n	$	(32,812)
\n \n Net assets acquired \n \n		3,413,103
\n Goodwill\n	$	536,077

\n The purchase price related to the Genstar Transaction exceeded the estimated fair value of the tangible and identifiable intangible assets acquired and liabilities assumed. As a result of the purchase allocation, the Company recorded goodwill of approximately $536.1 million. The goodwill recognized is attributable primarily to anticipated growth opportunities from the acquisition. Goodwill of $450.8 million and $85.3 million is allocable to the Public Markets and Alternative Credit reporting units, respectively. The noncontrolling interests represent third-party ownership interests in consolidated subsidiaries of the Company, which also include consolidated VIEs. Such interests were measured at fair value as of the Acquisition Date. \n

\n The fair value of the tangible assets and liabilities acquired in the Genstar Transaction approximated their carrying values as of the Acquisition Date, unless otherwise specified below. The Company utilized independent third-party valuation specialists to assist in determining the fair value of certain intangible assets acquired and liabilities assumed. Provisional estimates of fair value are established at the time of the transaction and could be subject to material adjustments. There are significant estimates used in determining the fair values of such assets and liabilities. The fair value measurements are preliminary and may be adjusted during the measurement period, which may extend up to one year from the Acquisition Date, as additional information becomes available regarding facts and circumstances that existed as of the Acquisition \n

\n F-24\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n Date. Any measurement period adjustments will be recognized as adjustments to goodwill. The following summarizes the methodology used to determine the fair value of certain intangible assets acquired and liabilities assumed: \n

\n •\n
\n

\n \n Advisory contracts (intangible asset): The fair value of advisory contracts was estimated using the income approach, specifically a multi-period excess earnings method, which isolates the cash flows attributable to the advisory contracts after deducting returns for contributory assets. Significant assumptions used in the valuation include projected revenues, operating margins, contributory asset charges, and discount rates. The advisory contracts include a combination of indefinite-lived contracts and contracts with finite lives. Finite-lived advisory contracts are amortized over estimated useful lives ranging from approximately 5 to 7 years, based on the pattern in which the economic benefits are expected to be consumed. \n

\n •\n
\n

\n \n Trade name (intangible asset): The fair value of the trade name was estimated using the relief-from-royalty method under the income approach. This method estimates fair value by calculating the present value of royalty payments that would be avoided through ownership of the trade name. Significant assumptions include projected revenues, an assumed royalty rate, and a discount rate. The trade name is considered a finite-lived intangible asset and is amortized over an estimated useful life of approximately 8 to 9 years. \n

\n •\n
\n

\n \n Developed technology (intangible asset): The fair value of developed technology was estimated using the replacement cost method under the cost approach, which reflects the cost to recreate the technology with equivalent utility. Significant assumptions include estimated development costs, obsolescence factors, and the remaining economic life of the technology. The developed technology is amortized on a straight-line basis over an estimated useful life of approximately 5 years. \n

\n •\n
\n

\n \n Term debt securitizations (liability): The fair value of term debt securitizations assumed in the acquisition was estimated using an income approach, primarily based on the present value of expected future cash flows using market-based discount rates that reflect current interest rates, credit spreads, and other market participant factors. \n

\n •\n
\n

\n \n Repurchase agreements (liability): The fair value of repurchase agreements was estimated using a discounted cash flow approach, incorporating observable market interest rates where available, adjusted for counterparty credit risk and transaction-specific terms. \n

\n •\n
\n

\n \n Loans payable (liability): The fair value of loans payable was estimated using an income approach, primarily based on the present value of expected future contractual cash flows discounted using market-based interest rates for debt instruments with similar terms, maturities, and credit characteristics. Significant assumptions used in the valuation include current benchmark interest rates, credit spreads reflective of the Company’s credit risk and underlying collateral, and remaining contractual maturities. Management concluded that the fair value of loans payable approximated their carrying value as of the acquisition date. \n

\n •\n
\n

\n \n Third party interests in CLOs (liability): Third-party interests in CLOs were measured at fair value using valuation techniques that consider the present value of expected cash flows and market-based assumptions for comparable instruments. Key assumptions include discount rates, collateral performance, and structural features of the CLOs. \n

\n Upon consummation of the Genstar Transaction, certain historical equity-classified employee awards of the Company were replaced with new equity-classified awards of the Parent. The fair value of the replaced awards at the Acquisition Date was $25.7 million, of which $10.7 million related to pre-combination vesting and was included in consideration transferred. The remaining $15 million will be recognized over the remaining vesting period in equity plan expense on a straight-line basis. Refer to Note 18 for further information regarding the Company’s employee awards. \n

\n F-25\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n For the period from August 15, 2025 to December 31, 2025 (Successor) and for the period from January 1, 2025 to August 14, 2025 (Predecessor), the Company paid approximately $84.6 million and $29.7 million, respectively, of transaction costs which is included in Professional services expenses and Other expenses. \n

\n Note 4. Contingent Liability \n

\n On August 1, 2022, the Company acquired Napier Park (the “Napier Park Transaction”). The fair value of the consideration transferred consisted of cash, equity interests in FEIM, and contingent consideration. The contingent consideration includes an earnout arrangement (the “Napier Park Earnout”), equity top up, and deferred retention payments. The contingent consideration obligates the Company to make additional payments to certain individuals over a certain number of years following the Napier Park transaction. The Napier Park Earnout arrangement begins after at least two years of service from closing of the Napier Park Transaction, and is based on measure of value generated by Napier Park as a standalone entity. The equity top up consideration results from minimum return feature included in the equity interests issued at acquisition. \n

\n Upon the closing of the Genstar Transaction, the Napier Park Earnout was accelerated due to an amendment to the original agreement governing the earnout. The amendment accelerated the payment to between 90 to 180 days after the close of the Genstar Transaction. \n

\n As of December 31, 2025 (Successor), the total contingent liability related to the Napier Park Transaction was $93.3 million, of which $90.5 million related to the Napier Park Earnout, and $2.8 million related to deferred retention payment arising from the Napier Park Transaction. Contingent consideration related to the equity top up was written off prior to the Genstar Transaction as the threshold features were not met. The contingent liability will be paid in full in February 2026. As of December 31, 2024 (Predecessor), total contingent liability related to the Napier Park Transaction was $150.0 million of which $1.9 million is related to equity top up, $147.0 million related to the Napier Park Earnout, and $1.0 million related to deferred retention payment arising from the acquisition. The contingent consideration is recorded as a Contingent liability on the Consolidated Statements of Financial Condition. \n

\n Note 5. Consolidation \n

\n Voting Interest Entities \n

\n The Company consolidates certain VIEs and VOEs for which it is determined that the Company is the primary beneficiary as described in Note 2. Based on the assessment, the Company consolidated FEF Distributors, LLC (“FEFD”), First Eagle Investment Management Ltd (“FEIMLtd”) a UK entity, First Eagle Investment Management GmbH (“FEIM GmbH”), a Germany entity, First Eagle Separate Account Management, LLC (“FESAM”), First Eagle Administrative Services, LLC(“FEAS”), First Eagle Investments Sarl (FEIS), a Swiss entity, First Eagle Investment Management (FEIM ME), an Abu Dhabi entity, FEAC, and Napier Park into the Company due to a majority voting interest in those VOEs. As of December 31, 2025, two mutual funds advised by the Company, were determined to be VOEs and consolidated into the Company. \n

\n Consolidated Variable Interest Entities \n

\n The Company consolidates term debt securitizations of Middle Market loans for First Eagle Commercial Loan Funding 2016-1 LLC (“2016-1 CLO”) as well as CLO notes backed by a diversified portfolio of broadly syndicated loans (BSL 2019-1 CLO, WindRiver 2023-1, WindRiver 2024-1, Regatta 33, Regatta 34, Henley 13, Henley 14). These VIEs were formed to fund lending activities. The assets of the VIEs are primarily comprised of senior secured loans and the liabilities are primarily comprised of the issued notes. FEAC and Napier Park retained a significant portion of the equity and remains the servicers, as applicable, of the loans, therefore it was determined that FEAC and Napier Park have the power to direct \n

\n F-26\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n the activities that most significantly impact the economic performance of these VIEs, and have the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. \n

\n The Company also consolidates Multiple investment companies, First eagle Alternative Credit funding LLC, First Eagle Funding SPV, LL, First Eagle Alternative Credit EU, LLC Series B, Napier Park Enhanced Senior CLO Equity Master Fund LP and Napier Park Enhanced Senior CLO Equity Fund LP. \n

\n Regatta India Warehouse “Regatta India”, Regatta Kilo Warehouse “Regatta Kilo” and Regatta Lima Warehouse “Regatta Lima” are in the CLO warehouse phase at December 31, 2025 (Successor). Warehouse financing is utilized for the acquisition of initial collateral prior to a CLO’s closing and is typically outstanding for a limited time. \n

\n For the CLOs, the Company elected the measurement alternative under ASC 810, Consolidation, and maximizes the use of observable inputs to estimate the fair value of the financial assets and liabilities of the CLOs. Under the measurement alternative, the Company determined that inputs used to determine the value of the CLO financial assets, which primarily consist of held-for-sale loans, are more observable than those used to measure fair value of the CLO financial liabilities, which primarily consist of term debt securitizations and third-party equity issued as part of the CLOs. Thus, the liabilities are measured based on the sum of the fair value of the CLO financial assets, with changes in fair value of both the assets and liabilities of the CLOs included in the Consolidated Statements of Income/(Loss). \n

\n Unconsolidated VIEs \n

\n Unconsolidated VIEs are generally (i) funds with third party investors which have been granted substantive removal rights; and (ii) CLOs that lack sufficient equity at risk to finance their expected activities without additional subordinated financial support from other parties. The Company does not consolidate VIEs where it is not the primary beneficiary. \n

\n The Company and its wholly-owned subsidiaries, provide investment management services to, and have transactions with, various public and private funds, CLOs and other investment products sponsored by the Company for the investment of client assets in the normal course of business, and serves as the investment manager, making day-to-day investment decisions concerning the assets of these investment products pursuant to certain agreements. For its services, the Company and its wholly-owned subsidiaries, are entitled to receive management fees and may be eligible, under certain circumstances, to receive additional subordinated management fees or other incentive fees. \n

\n The Company has concluded that these fee arrangements are customary for similar services negotiated at arm’s length and commensurate with its level of effort required to provide the services. Additionally, as the Company does not hold any other interests in the entities that are more than insignificant except for those discussed in the VIE section, the Company is not required to further evaluate for consolidation. Based on this analysis, the Company has determined that all of its managed funds and separate accounts, and CLOs, with the exception of those mentioned above, are not required to be consolidated. \n

\n Note 6. Assets and Liabilities of Consolidated VIEs \n

\n (a)\n
\n

\n \n Restricted Cash \n

\n Restricted cash represents the balance of the principal and interest collections account and prefunding amounts in the term debt securitizations. The use of the principal collection accounts’ cash is limited to funding the growth of the Company’s loan portfolio or paying down term debt securitizations. The interest collection account cash is limited to the payment of interest, servicing fees and other expenses of the Company’s term debt securitizations and, if either a ratings downgrade or failure to receive ratings confirmation occurs on the rated notes in a term debt securitization at the end of the funding period or if coverage ratios are not met, paying down principal with respect thereto. Cash to fund the growth of the \n

\n F-27\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n Company’s loan portfolio and to pay interest on the Company’s term debt securitizations represented a large portion of restricted cash balance on December 31, 2025 (Successor) and 2024 (Predecessor), respectively. As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor) restricted cash for consolidated VIEs was $234.9 million and $141.4 million, respectively. \n

\n (b)\n
\n

\n \n Investments and Investments, held under repurchase agreements \n

\n As of December 31, 2025 (Successor) and December 31, 2024 Predecessor), investments held by the consolidated VIE were split between $2.5 billion and $25.3 million of Investments and $60.9 million and $89.1 million of Investments, held under repurchase agreements, respectively. The Company holds investments in the debt and equity tranches of a series of CLOs in FEAC Funding. In valuing the CLO debt and equity, the Company considers a variety of relevant factors, including price indications from multiple dealers, recent trading prices for specific investments, recent purchases and sales in similar securities and output from a third-party financial model. \n

\n See Note 12 for investment details. The investments are financed by loans payable, and repurchase agreements. \n

\n (c)\n
\n

\n \n Loans held to maturity \n

\n As of December 31, 2025 (Successor), and December 31, 2024 (Predecessor), Loans held-to-maturity by the consolidated VIEs were $1.1 billion and $1.3 billion, respectively. Details related to these loans are described in Note 10. \n

\n (d)\n
\n

\n \n Repurchase Agreements, net \n

\n The Company has five reverse repurchase agreements (collectively, the “Repurchase Agreements”), pursuant to the terms of a Master Repurchase Agreement (“MRA”). \n

\n Reverse repurchase agreements are agreements with a qualified third party in which the Company sells securities and agrees to repurchase the same securities at a mutually agreed upon date and price. Reverse repurchase agreements involve leverage risk. If the Company suffers a loss on its investment of the transaction proceeds from a reverse repurchase agreement, the Company would still be required to pay the full repurchase price. Further, the Company remains subject to the risk that the market value of the securities repurchased declines below the repurchase price. The contractual amount to repurchase the securities approximates the fair value. \n

\n The following table sets forth selected information with respect to repurchase agreements: \n

				\n \n Successor \n \n	\n \n Predecessor \n \n
\n \n ($ in thousands) \n \n	\n \n Loan\n \n originally\n \n issued \n \n			\n \n Outstanding\n \n balance \n \n December 31, \n \n 2025 \n \n	\n \n Outstanding\n \n balance \n \n December 31, \n \n 2024 \n \n		\n \n Legal final maturity* \n \n
\n \n First Eagle Lake Shore MM CLO I. Ltd. \n \n		$	17,757		$	14,823		$	17,422	\n April 15, 2030 \n
\n \n First Eagle Lake Shore MM CLO II. Ltd. \n \n			13,125			6,048			8,954	\n \n October 17, 2031 \n \n
\n \n First Eagle Lake Shore MM CLO IV. Ltd. \n \n			23,273			23,001			23,273	\n \n October 15, 2033 \n \n
\n \n First Eagle Lake Shore MM CLO V. Ltd. \n \n			17,230			17,004			17,230	\n \n October 15, 2034 \n \n
\n \n First Eagle Wind River 2019-1 CLO. Ltd. \n \n			22,863			—			23,167	\n April 15, 2031 \n
		$	94,248		$	60,876		$	90,046

\n F-28\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n *\n
\n

\n \n Each repurchase agreement has a maturity date of the earlier of when there are no longer any financed securities outstanding, or the maturity date listed. Interest rates ranged from SOFR plus 1.21% to SOFR plus 9.23% based on the tranche they are applied to. \n

\n The outstanding balance of $60.9 million and $90.0 million on the Consolidated Statement of Financial Condition of repurchase agreements are offset by $7.1 million of fair market value adjustment due to the Genstar Acquisition of FEH as of August 14, 2025 which we reflect $53.7 million, net, and $36.4 thousand of unamortized borrowing discounts and deferred financing costs paid in conjunction with opening the repurchase agreements was reflected as $90.0 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively. \n

\n (e) Loans Payable \n

\n The Company has one term loan facility with a lender under a loan and security agreement to finance certain CLO Debt tranches. The following table sets forth selected information with respect to loans payable: \n

				\n \n Successor \n \n	\n \n Predecessor \n \n
\n \n ($ in thousands) \n \n	\n \n Loan \n \n originally\n \n issued \n \n			\n \n Outstanding\n \n balance\n \n December 31,\n \n 2025 \n \n	\n \n Outstanding\n \n balance\n \n December 31,\n \n 2024 \n \n		\n \n Legal final maturity* \n \n
\n \n The Global Atlantic Financial Group, LLC \n \n		$	27,025		$	4,066		$	12,371	\n \n January 15, 2031 \n \n
		$	27,025		$	4,066		$	12,371

\n *\n
\n

\n \n Term loan has a maturity date of the earlier of when there are no longer any financed securities outstanding, or the maturity date listed. Interest rates range from LIBOR plus 1.15% to LIBOR plus 7.87% based on the tranche they are applied to. \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n ($ in thousands) \n \n	\n \n Loan originally\n \n issued \n \n		\n \n Outstanding\n \n balance\n \n December 31,\n \n 2025 \n \n	\n \n Outstanding\n \n balance\n \n December 31,\n \n 2024 \n \n		\n \n Legal final maturity* \n \n
\n \n Sumitomo Mitsui Bank \n \n		48,100			48,100		—	\n \n January 29, 2027 \n \n
		48,100			48,100		—

\n *\n
\n

\n \n The interest rate on the open Subscription Facility is equal to the highest of the (i) Prime Rate, (ii) Federal Funds Rate plus .50% and (iii) one-month Term SOFR plus 1.00%. \n

\n The balances for the term debt on the financial statements includes deferred interest of $129 thousand which increases the balance to $52.3 million vs what is shown for the above tables of $52.2 million. \n

\n (f)\n
\n

\n \n Term Debt Securitization, net \n

\n The Consolidated VIE CLOs are backed by term debt securitizations. \n

\n The Company holds a term debt securitization through middle market subsidiary (Eagle Commercial Loan Funding 2016-1 LLC (“2016-1 CLO”) as well as CLO notes backed by a diversified portfolio of broadly syndicated loans (BSL 2019-1 CLO, WindRiver 2023-1, WindRiver 2024-1, Regatta 33, Regatta 34, Henley 13, Henley 14). \n

\n The Company receives a loan collateral management fee and excess interest spread. The Company expects to receive a principal distribution as owner of the membership interests when the term debt is \n

\n F-29\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n retired. If loan collateral in the 2016-1 CLO, 2019-1 CLO, Windriver 2023-1, Windriver 2024-1, Regatta 33 CLO, Regatta 34 CLO, Henley 13 and Henley 14 are in default under the terms of the indenture, the excess interest spread from the 2016-1 CLO, 2019-1 CLO, Windriver 2023-1, Windriver 2024-1, Regatta 33 CLO, Regatta 34 CLO, Henley 13 and Henley 14 may not be distributed if the overcollateralization ratio, or other collateral quality tests, are not satisfied. During the warehouse phase, the Company generally, does not receive a collateral management fee but will receive a “gain” on its warehouse investment upon CLO closing. \n

\n The following table sets forth selected information with respect to the Consolidated CLOs: \n

	\n \n Successor \n \n				\n \n Predecessor \n \n
	\n \n December 31, 2025 \n \n				\n \n December 31, 2024 \n \n
\n \n Entities \n \n	\n \n Carrying Value \n \n			\n \n Fair Value \n \n		\n \n Carrying Value \n \n		\n \n Fair Value \n \n
\n \n 2016-1 CLO \n \n		$	69,298			$	69,298		$	111,111	$	111,111
\n \n BSL 2019-1 CLO \n \n			210,279				210,279			364,725		364,725
\n \n Wind River 2023-1 \n \n			460,600				460,600			446,510		446,510
\n \n Wind River 2024-1 \n \n			374,000				374,000			374,352		374,352
\n \n Regatta 33 CLO \n \n			368,000				372,673			—		—
\n \n Regatta 34 CLO \n \n			368,000				370,023			—		—
\n \n Henley 13 \n \n			438,814				438,166			—		—
\n \n Henley 14 \n \n			438,814				433,649			—		—
\n Total\n		$	2,727,805			$	2,728,688		$	1,296,698	$	1,296,698

\n Each Term debt securitization tranche has a maturity date ranging from 2032 to 2038. Interest rates range from SOFR plus 1.47% to SOFR plus 8.42% based on the tranche they are applied to. \n

\n The term debt securitization was revalued as part of the Genstar acquisition of FEH, and these debts carry a discount of $9.4 million. Also, as part of the Napier VIE’s warehouse debt are included in the term debt securitization of $465.5 million. \n

\n (g)\n
\n

\n \n Third Party Interest in CLOs \n

\n Third party interest in CLOs represents third party ownership interests in the subordinated notes of the consolidated VIEs. \n

\n (h)\n
\n

\n \n Other Assets and Other Liabilities \n

\n Other assets and Other liabilities mainly include unsettled trades receivables of $73.9 million and $57.5 million and unsettled trades payable of $385.5 million and $63.8 million as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively. \n

\n Note 7. Goodwill and Intangible Assets \n

\n The Company determined that it has two reporting units: First Eagle Investment Management, the legacy asset management business (“Public Markets Reporting Unit”), and Alternative Credit, which includes First Eagle Alternative Credit and Napier Park, the alternative credit businesses (“Alternative Credit Reporting Unit”). Prior to the Genstar Transaction, the Company had three reporting units: First Eagle Investment Management, the public market business (“FEIM Reporting Unit”), First Eagle Alternative Credit, the alternative credit business including direct lending, broadly syndicated investments, and collateralized loan obligations (“FEAC Reporting Unit”), and Napier Park, the alternative credit business in credit funds, US and European CLOs, and real assets (“Napier Park Reporting Unit”). The reporting units were determined based on how management views the business when making decisions, determining resource needs and reviews profitability. \n

\n F-30\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n The Genstar Transaction on August 15, 2025 resulted in recording of $536.1 million in goodwill and $4.1 billion intangible assets between the two reporting units. The Predecessor period goodwill and intangible assets are as follows. \n

\n The Company’s controlling interest acquisition on December 1, 2015 resulted in the recording of goodwill and intangible assets. The Company’s trade name and mutual funds advisory contracts of $3.4 billion were deemed to have indefinite lives, and $902 million of finite life intangible assets ranging from 5 to 19 years were identified as part of the acquisition. The Company has $998.3 million in goodwill related to this acquisition. As of December 31, 2024, the Company recognized an impairment loss of $295 million. Due to the signing of a definitive agreement with Genstar shortly after year ended December 31, 2024 (Predecessor), Management utilized the purchase price as detailed within the definitive agreement to approximate the enterprise value across each of the reporting units as of December 31, 2024 (Predecessor), which resulted in the $295.0 million impairment loss. As of August 15, 2025 (Successor), the old goodwill and intangibles were written off. \n

\n On January 31, 2020, the Company’s controlling interest acquisition of THL Credit resulted in $199 million of goodwill and $37 million of intangible assets related to advisory contracts, and determined to have finite life ranging from 1 to 6 years. As of August 15, 2025, the old goodwill and intangibles were written off. \n

\n On August 1, 2022, the Company’s controlling interest acquisition of Napier Park resulted in $376 million of goodwill and $134 million of intangible assets, of which $83 million related to open end investment advisory contracts was determined to have indefinite life, and remaining $51 million intangibles were determined to have finite life ranging from 3 to 12 years. As of December 31, 2024 (Predecessor), $1.7 million in intangible assets related to Napier advisory contracts were written off, due to liquidation of certain funds. As of August 15, 2025 (Successor), the old goodwill and intangibles were written off. \n

\n The annual goodwill impairment testing as of September 30, 2025 was not performed, as the Genstar Transaction occurred immediately before the Company’s annual impairment testing date as of September 30th. As of September 30, 2024, the Company’s goodwill impairment test was performed with a third-party valuation firm. The valuation procedures performed included an analysis of projected available cash flow, utilizing assets under management, investment performance, historical sales and redemption data and other financial information, to measure earning capacity. \n

\n The Company’s goodwill and intangible assets by asset class are indicated in the table below. \n

\n Successor \n

\n December 31, 2025\n \n (in ‘000) \n	\n \n Gross\n \n Carrying\n \n Value \n \n			\n \n Accumulated\n \n Amortization \n \n	\n \n Impairment \n \n			\n \n Net Carrying\n \n Value \n \n	\n \n Amortization\n \n Period \n \n
\n Public Markets Reporting Unit\n
\n \n Goodwill \n \n		$	450,567			$	—			$	—	$	450,567	\n \n n/a \n \n
\n \n Advisory contracts \n \n			3,260,000				—				—		3,260,000	\n \n Indefinite \n \n
\n \n Advisory contracts \n \n			190,000				(11,875)				—		178,125	\n \n 6 years \n \n
\n \n Trade Name \n \n			60,000				(2,813)				—		57,187	\n \n 8 years \n \n
\n \n Developed Technology \n \n			4,300				(323)				—		3,977	\n \n 5 years \n \n
\n \n Total Public Markets Reporting Unit\n \n		\n \n	\n 3,964,867 \n			\n \n	\n (15,011) \n				—	\n \n	\n 3,949,856 \n

\n F-31\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n December 31, 2025\n \n (in ‘000) \n	\n \n Gross\n \n Carrying\n \n Value \n \n			\n \n Accumulated\n \n Amortization \n \n	\n \n Impairment \n \n			\n \n Net Carrying\n \n Value \n \n	\n \n Amortization\n \n Period \n \n
\n Alternative Credit Reporting Unit\n
\n \n Goodwill \n \n		$	85,257			$	—			$	—	$	85,257	\n \n n/a \n \n
\n \n Advisory contracts \n \n			215,000				—				—		215,000	\n \n Indefinite \n \n
\n \n Advisory contracts \n \n			356,000				(23,221)				—		332,779	\n \n 5 – 6 years \n \n
\n \n Trade Name \n \n			20,000				(937)				—		19,063	\n \n 8 years \n \n
\n \n Developed Technology \n \n			1,300				(97)				—		1,203	\n \n 5 years \n \n
\n \n Total Alternative Credit Reporting Unit\n \n		\n \n	\n 677,557 \n			\n \n	\n (24,255) \n				—	\n \n	\n 653,302 \n
\n Total\n		$	4,642,424			$	(39,266)			$	—	$	4,603,158

\n Predecessor \n

\n December 31, 2024\n \n (in ‘000) \n	\n \n Gross\n \n Carrying\n \n Value \n \n			\n \n Accumulated\n \n Amortization \n \n	\n \n Impairment \n \n			\n \n Net\n \n Carrying\n \n Value \n \n	\n \n Amortization\n \n Period \n \n
\n FEIM Reporting Unit\n
\n \n Goodwill \n \n		$	998,297			$	—			$	(295,000)	$	703,297	\n \n n/a \n \n
\n \n Trade Name \n \n			160,000				—				—		160,000	\n \n Indefinite \n \n
\n Advisory Contracts \n
\n \n Mutual Funds \n \n			3,200,000				—				—		3,200,000	\n \n Indefinite \n \n
\n \n Private Funds \n \n			200,000				(143,847)				—		56,153	\n \n 18 years \n \n
\n \n Separate Accounts \n \n			400,000				(250,140)				—		149,860	\n \n 19 years \n \n
\n \n Other \n \n			300,000				(143,421)				—		156,579	\n \n 19 years \n \n
\n \n Technology \n \n			2,000				(2,000)				—		—	\n \n 5 years \n \n
\n \n Total FEIM Reporting Unit \n \n			5,260,297				(539,408)				(295,000)		4,425,889
\n FEAC Reporting Unit\n
\n \n Goodwill \n \n		$	198,991			$	—			$	—	$	198,991	\n \n n/a \n \n
\n \n FEAC Advisory contracts \n \n			37,000				(35,375)				—		1,625	\n \n 1 – 6 years \n \n
\n \n Total FEAC Reporting Unit \n \n			235,991				(35,375)				—		200,616
\n Napier Park Reporting Unit\n
\n \n Goodwill \n \n		$	376,349			$	—			$	—	$	376,349	\n \n n/a \n \n
\n \n NP Advisory Contracts – Indefinite life \n \n			83,000				—				—		83,000	\n \n Indefinite \n \n
\n \n NP Advisory Contracts \n \n			44,000				(16,474)				(1,709)		25,817	\n \n 5 – 12 years \n \n
\n \n Trade Name \n \n			4,500				(3,625)				—		875	\n \n 3 years \n \n
\n \n Developed Technology \n \n			2,500				(1,208)				—		1,292	\n \n 5 years \n \n
\n \n Total Napier Park Reporting Unit \n \n			510,349				(21,307)				(1,709)		487,333
\n \n Total \n \n		$	6,006,637			$	(596,090)			$	(296,709)	$	5,113,838

\n As of December 31, 2024 (Predecessor), an additional $8.4 million of Goodwill related to Napier Park acquisition was booked as a result of year end tax provision analysis. The additional goodwill created was due to deferred tax liability (DTL) on the carry over basis of the intangibles created on the Napier Park transaction. The entry was Goodwill with offset to DTL, with no net income impact. The additional goodwill \n

\n F-32\n
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\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n related to tax provision is recorded at FEH as Napier Park and FEIM LLC are pass-through entities, and therefore any tax liability on the sale would be the responsibility of FEH. \n

\n For the period from August 15, 2025 to December 31, 2025 (Successor), for the period from January 1, 2025 to August 14, 2025 (Predecessor) and for the year ended December 31, 2024 (Predecessor), amortization expense for intangible assets with finite lives was $38.4 million, $29.6 million and $48.8 million respectively, and are included as a component of Amortization expense on the Consolidated Statements of Income/(Loss).

\n The Company’s estimated future amortization expense for the amortizable intangible assets is indicated in the table below: \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Successor \n \n
	\n \n ($ in thousands) \n \n
\n \n 2026 \n \n		$	104,709
\n \n 2027 \n \n			104,709
\n \n 2028 \n \n			104,709
\n \n 2029 \n \n			104,709
\n \n 2030 and thereafter \n \n			176,296
\n \n Total \n \n		$	595,132

\n Note 8. Related Party Transactions \n

\n Pursuant to investment and management advisory or similar agreements, the Company provides day-to-day investment advice and services to the investment vehicles that it manages. In turn, the Company earns Management fees, Performance fees, and Other revenues which are presented on the Consolidated Statements of Income/(Loss). Substantially all of the Company’s revenues are earned from its affiliates. \n

\n The Company has direct ownership in a number of investment vehicles that it advises. As of December 31, 2025 (Successor), and December 31, 2024 (Predecessor), the value of these investments was $76.7 million and $34.4 million, respectively, which are included in Investments on the Consolidated Statements of Financial Condition. \n

\n Note 9. Derivatives \n

\n The Company’s derivative financial instruments are used to manage differences in the amount, and timing of the Company’s known or expected cash payments principally related to the Company’s borrowings. Included in the valuation of the derivative instrument is a credit valuation adjustment. This adjustment considers the credit risk of the Company and the Company’s counterparties to the transaction and the effect of any credit enhancements (e.g., collateral), if any, related to the transaction. The credit valuation adjustment is the dollar amount of the fair value adjustment related to nonperformance risk. The counterparties to these derivative contracts are large global financial institutions that the Company believes are creditworthy, and therefore, it does not consider the risk of counterparty nonperformance to have a significant impact to the Company’s Consolidated Statements of Financial Condition. \n

\n The Company uses cash flow hedges to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this, the Company uses interest rate caps and collars as part of its interest rate risk management strategy. \n

\n In September 2025 (Successor), the Company entered into a zero-cost collar buying cap/selling floor interest rate hedge covering notional of $1,400.0 million with two counterparties; Bank of America (“BOA”) and Goldman Sachs (“Goldman”) with strike rate 3.64% SOFR and 3.67% SOFR respectively, and maturity on December 31, 2028 and December 31, 2027 respectively. The interest rate collars have no net \n

\n F-33\n
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\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n premium paid or received. Variable amounts from a counterparty are received if interest rates rise above the cap strike rate and variable amounts will be paid to a counterparty if interest rates fall below the floor strike rate on the collars. \n

\n In November 2022 (Predecessor), the Company entered into a upfront premium hedge contract covering notional of $950.0 million, strike rate of 4.50% SOFR, and maturity on March 31, 2025. These instruments were designated as cash flow hedges at inception. Interest rate caps designated as cash flow hedges involve paying a premium in exchange for the receipt of variable amounts from a counterparty if interest rates rise above the strike rate on the contract. \n

\n The hedge contracts are carried on the Company’s Consolidated Statements of Financial Condition at fair value with the changes in the fair value of these designated derivatives recorded in Accumulated other comprehensive income/(loss). Amounts reported in accumulated other comprehensive income/(loss) will be reclassified to earnings as interest payments are made. \n

\n As of December 31, 2025 (Successor), the Company held the following outstanding collars designated as cash flow hedge of interest rate risk described below. \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n Interest Rate Derivative \n

\n Effective Date \n

\n Maturity Date \n

\n Number of \n
\n Instruments \n

\n Total \n
\n Notional Amount \n

\n Collars \n

\n November 17, 2025 \n

\n December 31, 2028 \n

700,000,000

\n Collars \n

\n November 17, 2025 \n

\n December 31, 2027 \n

700,000,000

\n To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedge and the hedges must be tested to demonstrate an expectation of providing highly effective offsetting changes to future cash flows on hedged transactions. When derivative instruments are designated and qualify as effective cash flow hedges, the Company recognizes changes in the fair value of the hedging instrument within accumulated other comprehensive income/(loss) until the hedged exposure is realized. Consequently, the Company’s results of operations are not subject to fluctuation as a result of changes in the fair value of the derivative instruments. For the period from August 15, 2025 to December 31, 2025 (Successor), for the period from January 1, 2025 to August 14, 2025 (Predecessor) and for the year ended December 31, 2024 (Predecessor), the Company had gains/(loss) of approximately $21.8 thousand, $36.4 thousand and $(854.0) thousand within accumulated other comprehensive income related to interest rate contracts which it expects to reclassify from other comprehensive income into earnings over the next 3 years. \n

\n Tabular Disclosure of Fair Values of Derivative Instruments on the Consolidated Statements of Financial Condition \n

\n The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Statements of Financial Condition as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor). \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

		\n \n Asset Derivatives \n \n
		\n \n Successor \n \n			\n \n Predecessor \n \n
\n \n Consolidated Statements of Financial Condition Location \n \n ($ in thousands)\n \n		\n \n As of \n \n December 31, 2025 \n \n			\n \n As of \n \n December 31, 2024 \n \n
	\n \n Fair Value \n \n			\n \n Fair Value \n \n
\n \n Derivative Asset \n \n			$	1,374		$	—
\n \n Total \n \n			$	1,374		$	—

\n Tabular Disclosure of the Effect of Derivative Instruments on the Income Statement \n

\n The table below presents the effect of the Company’s derivative financial instruments on the Consolidated Statements of Income/ (Loss) for the years ended December 31, 2025 (Successor) and December 31, 2024 (Predecessor). \n

\n F-34\n
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\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

	\n \n Amount of Gain or (Loss) Recognized \n \n in Income on Derivative \n \n
	\n \n Successor \n \n			\n \n Predecessor \n \n
\n Location of Gain or (Loss) Recognized in Income on Derivative \n \n ($ in thousands) \n	\n \n Period From \n \n August 15, 2025 to \n \n December 31, 2025 \n \n			\n \n Period From \n \n January 1, 2025 to \n \n August 14, 2025 \n \n	\n \n Year Ended \n \n December 31,\n \n 2024 \n \n
\n \n Interest expense \n \n		$	(854)			$	338	$	2,351
\n \n Total \n \n		$	(854)			$	338	$	2,351

\n Tabular Disclosure on Derivatives on the Consolidated Income Statement and Accumulated OCI \n

\n The table below presents the effect of the derivative instruments as presented on the Consolidated Statements of Comprehensive Income/(Loss) and on the Consolidated Statements of Income/(Loss) for the years ended December 31, 2025 (Successor) and December 31, 2024 (Predecessor). \n

		\n \n Successor \n \n
\n \n Derivatives in Cash Flow \n \n Hedging Relationships\n \n ($ in thousands) \n \n		\n \n Amount of Gain or (Loss) \n \n Recognized in OCI on Derivative \n \n (Effective Portion) \n \n			\n \n Location of Gain or \n \n (Loss) Reclassified \n \n from Accumulated \n \n OCI into Income\n \n (Effective Portion) \n \n	\n \n Amount of Gain or (Loss) \n \n Reclassified from Accumulated OCI \n \n into Income (Effective Portion) \n \n
	\n \n Period From August 15, 2025 to\n \n December 31, 2025 \n \n		\n \n Period From August 15, 2025 to\n \n December 31, 2025 \n \n
\n \n Derivative asset \n \n			$	1,712		\n \n Interest expense \n \n	$	(854)
\n \n Total \n \n			$	1,712		\n Total \n	$	(854)

		\n \n Predecessor \n \n
\n \n Derivatives in Cash Flow \n \n Hedging Relationships\n \n ($ in thousands) \n \n		\n \n Amount of Gain or (Loss)\n \n Recognized in OCI on Derivative\n \n (Effective Portion) \n \n			\n \n Location of Gain or\n \n (Loss) Reclassified\n \n from Accumulated\n \n OCI into Income\n \n (Effective Portion) \n \n		\n \n Amount of Gain or (Loss)\n \n Reclassified from Accumulated OCI\n \n into Income (Effective Portion) \n \n
	\n \n Period From\n \n January 1, 2025 to\n \n August 14, 2025 \n \n		\n \n Year Ended\n \n December 31,\n \n 2024 \n \n			\n \n Period From\n \n January 1, 2025 to\n \n August 14, 2025 \n \n		\n \n Year Ended\n \n December 31,\n \n 2024 \n \n
\n \n Derivative asset \n \n			$	—			\n \n $1,799 \n \n		\n \n Interest expense \n \n	$	338	$	2,351
\n \n Total \n \n			$	—			\n \n $1,799 \n \n		\n Total \n	$	338	$	2,351

\n Location and Amount of Gain or (Loss) Recognized in Income on Cash Flow Hedging Relationships \n

\n Successor \n

\n Predecessor \n

\n Period From \n
\n August 15, 2025 to\n
\n December 31, 2025 \n

\n Period From \n
\n January 1, 2025 to\n
\n August 14, 2025 \n

\n Year Ended\n
\n December 31,\n
\n 2024 \n

\n ($ in thousands) \n

\n Interest Expense \n

\n Interest Contracts: \n

\n Amount of gain or (loss) reclassified from accumulated other comprehensive income/(loss) into income \n

(854)

338

2,351

\n F-35\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n Note 10. Loans Held-to-Maturity \n

\n The following table presents the loans held to maturity as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor). \n

	\n \n December 31, \n \n
\n \n ($ in thousands)\n \n	\n \n 2025\n \n Successor \n \n			\n \n 2024\n \n Predecessor \n \n
\n \n Leveraged Finance \n \n		$	96,916		$	135,561
\n \n Broadly Syndicated \n \n			1,081,928			1,212,540
\n \n Gross loans \n \n			1,178,844			1,348,101
\n \n Deferred loan fees, net \n \n			(10,826)			(14,344)
\n \n Mark to Market Adjustment \n \n			(30,236)			(24,243)
\n \n Total loans held to maturity, net \n \n		$	1,137,782		$	1,309,514
\n \n VIE loans held to maturity, net \n \n		$	1,129,893		$	1,296,322
\n \n Loans held to maturity, net \n \n			7,889			13,192
\n \n Total loans held to maturity, net \n \n		$	1,137,782		$	1,309,514

\n With the adoption of ASC 362, the Company deemed a fair value methodology to be the appropriate measure of current market conditions and valuation for Loans held-to-maturity on the Consolidated Statements of Financial Condition. To derive the fair value, the Company generally utilizes quoted prices from third party sources and discounted cash flow analyses that factor in estimated losses, portfolio company performance, prevailing leverage multiples, and other pricing requirements over the estimated duration of the underlying assets. These assumptions are determined using historical data and include appropriate consideration of recent trends and anticipated future performance. Future cash flows are discounted using a rate of return that the Company believes a market participant would require. Refer to Note 11 for further information. \n

\n During 2024 (Predecessor), the Company purchased $379 million of broadly syndicated loans held in Windriver 2024-1 CLO Ltd. The loans are securitized by term debt securitization 2024-1. \n

\n During the year ending December 31, 2024 (Predecessor), Napier Park purchased $341 million of broadly syndicated loans and the loans are securitized by term debt securitization Regatta 26 CLO. Regatta 26 CLO was deconsolidated during 2025. \n

\n Note 11. Loans Held for Sale \n

\n As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), Loans held-for-sale to third parties or affiliated funds consisted of $18.1 million and $24.7 million, respectively, of directly originated loans to be sold to a middle market CLO once they are held for the minimum amount of time, typically 30-60 days. Loans held-for-sale are valued at a lower of cost or market value. The total LCOM adjustment was less then < $10,000 as of December 31, 2025. These loans are backed by our Credit Facility with Capital One. \n

\n FEAC has a credit facility with Capital One to provide a $50 million asset-based lending facility (“CNB ABL line”) to be used to purchase certain eligible loans. The Cap One Credit Facility has a maturity date of August 9, 2027, and an interest rate of SOFR plus 2.80% per annum. The Company is required to pay an unused commitment fee of 0.75% per annum on the difference between the total Cap One Credit Facility commitment and the actual daily amount of ABL loans outstanding. As of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), the Company had $3.8 million and $0 borrowings outstanding on the Cap One Credit Facility, respectively. Loans held-for-sale are partially financed with a $50 million credit facility. \n

\n F-36\n
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\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n For the period from August 15, 2025 to December 31, 2025(Successor), for the period from January 1, 2025 to August 14, 2025 (Predecessor) and for the year ended December 31, 2024 (Predecessor), amortization of deferred financing costs were $0 million $.01 million and $0.1 million, respectively. For the period from August 15, 2025 to December 31, 2025 (Successor), for the period from January 1, 2025 to August 14, 2025 (Predecessor) and for the year ended December 31, 2024 (Predecessor) the interest expense was $0.6 million, $0.8 million and $0.3 million, respectively. \n

\n The Company was in compliance with all covenants under the Cap One Credit Facility as of December 31, 2025 (Successor). \n

\n Note 12. Fair Value Measurements \n

\n Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). Fair value is a market based measurement that should be determined based on the assumptions market participants would use in pricing the asset or liability. \n

\n The Company discloses fair value information about all financial instruments, whether or not recognized in the Consolidated Statements of Financial Condition, for which it is practicable to estimate fair value. \n

\n The estimates of the fair value financial instruments are determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts. \n

\n As a basis for considering market participant assumptions in fair value measurements, U.S. GAAP establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the Company (observable inputs) and (2) the Company’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). \n

\n The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as follows: \n

\n Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. \n

\n Level 2 inputs consist of quoted prices for similar financial instruments and valuation models whose inputs are observable. \n

\n Level 3 inputs rely on one or more significant unobservable inputs. These inputs reflect the Company’s assessment of the assumptions that market participants would use to value the instrument and require significant judgement or estimation. These level 3 loans listed below which are Middle Market loans are held at amortized cost. \n

\n The following tables summarize the valuation of the Company’s assets and liabilities measured at fair value on a recurring basis in accordance with the fair value hierarchy as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor): \n

\n F-37\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n Successor\n

\n December 31, 2025\n \n ($ in thousands) \n		\n \n (Level 1) \n \n			\n \n (Level 2) \n \n	\n \n (Level 3) \n \n			\n \n Total \n \n
\n Assets:\n
	\n Money Market Funds \n		$	25,325			$	—		$	—	$	25,325
	\n Derivative Contracts \n			—				1,374			—		1,374
\n Investments in: \n
	\n Exchange Traded Funds* \n			26,095				—			—		26,095
	\n Marketable Securities* \n			4,129				—			—		4,129
	\n CLOs* \n			—				10,844			—		10,844
	\n Equity Co-Investments* \n			—				—			1,735		1,735
	\n Municipal Bonds \n			—				30,384			—		30,384
	\n Loans held-for-sale, net \n			—				—			18,134		18,134
	\n Loans held to maturity \n			—				—			7,889		7,889
\n Consolidated VIE: \n
	\n Loans held to maturity \n			—				1,068,990			60,903		1,129,893
	\n Investments \n			—				2,513,056			—		2,513,056
	\n \n Investments, held under repurchase \n \n agreements \n \n			—				60,859			—		60,859
	\n Total \n		$	55,549			$	3,685,507		$	88,661	$	3,829,717
\n Liabilities:\n
\n Consolidated VIE: \n
	\n Repurchase agreements, net \n		$	—			$	53,746		$	—	$	53,746
	\n Total \n		$	—			$	53,746		$	—	$	53,746

\n Predecessor \n

\n December 31, 2024 \n \n ($ in thousands) \n		\n \n (Level 1) \n \n			\n \n (Level 2) \n \n	\n \n (Level 3) \n \n			\n \n Total \n \n
\n Assets:\n
	\n Money Market Funds \n		$	2,410			$	—		$	—	$	2,410
	\n Derivative Contracts \n			—				—			—		—
\n Investments in: \n
	\n Exchange Traded Funds* \n			11,869				—			—		11,869
	\n Marketable Securities* \n			2,882									2,882
	\n CLOs* \n			—				—			8,922		8,922
	\n Equity Co-Investments* \n			—				—			1,560		1,560
	\n Debt securities, available for sale \n			—				—			2,276		2,276
	\n Loans held-for-sale, net \n			—				—			24,667		24,667
	\n Loans held to maturity \n										13,192		13,192
\n Consolidated VIE: \n
	\n Loans held to maturity \n			—				—			1,296,322		1,296,322
	\n Investments \n			—				—			25,251		25,251

\n F-38\n
\n

\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n December 31, 2024 \n \n ($ in thousands) \n		\n \n (Level 1) \n \n			\n \n (Level 2) \n \n	\n \n (Level 3) \n \n			\n \n Total \n \n
	\n \n Investments, held under repurchase \n \n agreements \n \n			—				—			89,092		89,092
	\n Total \n		$	17,161			$	—		$	1,461,282	$	1,478,443
\n Liabilities:\n
\n Consolidated VIE: \n
	\n Repurchase agreements, net \n		$	—			$	90,009		$	—	$	90,009
	\n Total \n		$	—			$	90,009		$	—	$	90,009

\n *\n
\n

\n \n These investments are included in Investments on the Consolidated Statements of Financial Condition. \n

\n Investments recorded at fair value utilizing practical expedient amounted to $9.5 million and $13.8 million, as of December 31, 2025 (Successor) and December 31, 2024 (Predecessor), respectively, and is included in Investments on the Consolidated Statements of Financial Condition and are not included in the fair value hierarchy. \n

\n Investments in the limited partnership do not have any lock-ups or restrictions on redemptions, with redemption frequency generally monthly. Investments in closed end fund investments where limited partners make a capital commitment that is called over time are not permitted to redeem as the LPs are not allowed to trade in and out of these entities. \n

\n All level 3 investments, except disclosed below, are recorded based on third party pricing and are excluded from the table for 2025. \n

\n Successor \n

\n ($ in thousands) \n

\n Fair value \n

\n Valuation Techniques \n

\n Unobservable Input \n

\n Range \n

\n December 31, 2025\n

\n Assets:\n

\n Consolidated VIE: \n

\n Income Approach \n

\n Discount Rate \n

\n 10% – 23% \n

\n Loans Held to Maturity \n

\n $60,903 \n

\n Market Approach \n

\n Market Multiple \n

\n 4.3x – 8.1x \n

\n Total \n

\n $60,903 \n

\n For the year ended December 31, 2025 (Successor) and December 31, 2024 (Predecessor), the Company made no purchases of Level 3 investments. There were no transfers of investments into Level 3 during the year ended December 31, 2025 (Successor) and December 31, 2024 (Predecessor). \n

\n As of December 31, 2024 (Predecessor), $1.7 million of level 3 CLO investments are valued using the most recent observable transaction. All other level three investments are valued using a third-party pricing source. \n

\n Note 13. Debt Obligations \n

\n a.\n
\n

\n \n Term Debt \n

\n The Company had outstanding term loan of $2.1 billion and $1.7 billion, as of December 31, 2025 (Successor) and 2024 (Predecessor), respectively, under a syndicated credit agreement (the “Credit Agreement”), administered by Morgan Stanley Senior Funding, Inc., as agent. Of the $1.7 billion term loan outstanding as of December 31, 2024, $1.5 billion had a maturity date of March 5, 2029 and $0.2 billion had a maturity date of February 1, 2027. These term loans were refinanced as part of the Genstar Transaction \n

\n F-39\n
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\n TABLE OF CONTENTS\n

\n FIRST EAGLE HOLDINGS, INC. AND SUBSIDIARIES\n

\n Notes to the Consolidated Financial Statements (continued)\n

\n on August 15, 2025, with a $2.4 billion term loan, of which $2.1 billion was drawn at the close of the Genstar Transaction with the remaining $350 million available for future draw, referred to as the Delayed Draw Term Loan. The new $2.4 billion term loan has a maturity date of August 15, 2032. The Delayed Draw Term Loan was not utilized as of December 31, 2025. The outstanding term loan is reflected in Loans Payable, net on the Consolidated Statements of Financial Condition. \n

\n The repayment requirement for the term loan with the year of maturity in 2029 and 2032 is one percent per annum, with a final lumpsum payment at maturity. The term loan with the maturity year of 2027 was due in full at maturity. In addition, pursuant to the mandatory prepayment clause of the Credit Agreement, the Company is subjected to an annual excess cash flow test, whereby, a mandatory Excess Cash Flow prepayment is triggered if the Company’s Consolidated First Lien Net Leverage Ratio (“Leverage Ratio”) as of the end of the previous financial statement fiscal year-end was above a certain Leverage Ratio threshold. The mandatory Excess Cash Flow prepayment is based on an applicable Excess Cash Flow Percentage of the Excess Cash Flow as defined in the Credit Agreement. Future principal payments on the outstanding term loan as of December 31, 2025 are $20.5 million per year for each of 2026 to 2031, and $1.9 billion in 2032. \n

\n The interest rate for the 2032 maturity loan is 350 bps plus SOFR. While the interest rate for the 2027 maturity loan was 250 bps plus SOFR, plus 10 bps credit spread adjustme