UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

December 29, 2023

Date of Report (date of earliest event reported)

Victory Capital Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-38388	32-0402956
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)



15935 La Cantera Parkway; San Antonio, Texas		78256
(Address of principal executive offices)		(Zip Code)

(216) 898-2400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8‑K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a‑12 under the Exchange Act (17 CFR 240.14a‑12)

☐ Pre-commencement communications pursuant to Rule 14d‑2(b) under the Exchange Act (17 CFR 240.14d‑2(b))

☐ Pre-commencement communications pursuant to Rule 13e‑4(c) under the Exchange Act (17 CFR 240.13e‑4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	VCTR	NASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b‑2 of the Securities Exchange Act of 1934 (§240.12b‑2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 29, 2023, Milton Berlinski announced his decision to resign from the Board of Directors (the “Board”) of Victory Capital Holdings, Inc. (the “Company”) effective December 31, 2023, after nine years of service. Earlier this year, private equity funds managed by Reverence divested substantially all of their shares in Victory Capital. Following such divestments and after consultation with Victory Capital Chairman and CEO David Brown, Mr. Berlinski has decided to step down from the Board. Mr. Berlinski’s resignation was not a result of any disagreement with the Company. The Company thanks Mr. Berlinski for his service.

Item 7.01. Regulation FD Disclosure.

On December 29, 2023, the Company issued a press release announcing the resignation of Mr. Berlinski as director of the Company’s Board. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a)

Exhibits.


Exhibit
Number		Description
99.1		Press Release, dated December 29, 2023.

SIGNATURE(S)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VICTORY CAPITAL HOLDINGS, INC.


Date: December 29, 2023	By:	/s/ MICHAEL D. POLICARPO
		Name: Michael D. Policarpo
		Title: President, Chief Financial Officer and Chief Administrative Officer

Exhibit 99.1

Milton Berlinski To Resign from Victory Capital Holdings Board of Directors

SAN ANTONIO--(BUSINESS WIRE)--December 29, 2023--Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) today announced that Milton Berlinski will be stepping down from the Company’s Board of Directors on December 31, 2023, after nine years of service.

In 2014, Mr. Berlinski led Reverence Capital Partners’ (“Reverence”) successful investment in Victory Capital. Earlier this year, private equity funds managed by Reverence divested substantially all of their shares in Victory Capital. Following such divestments and after consultation with Victory Capital Chairman and CEO David Brown, Mr. Berlinski has decided to step down from the Board on December 31, 2023.

Commenting on the resignation, David Brown said: “I would like to thank Milton for his support and counsel over the years. His contributions reinforced the rapid growth of our Company as we advanced from a privately held asset manager to a publicly held, scaled organization with well-diversified investment capabilities and a robust muti-channel distribution platform.”

Mr. Berlinski co-founded Reverence Capital Partners in June 2013, after concluding a 26-year career at Goldman Sachs, where he served as a founding member of the Financial Institutions Group in Investment Banking, focusing on banks, consumer and commercial finance companies, asset management, insurance, and capital markets.

“It's been a privilege and honor to have been an investor and director on what has been an amazing journey under David Brown's leadership,” Mr. Berlinski said. “I’ve watched the Company move from strength to strength and, with this strong management team and business model, Victory is extremely well positioned to deliver for its stakeholders.”

About Victory Capital

Victory Capital is a diversified global asset management firm with $159.6 billion in assets under management as of November 30, 2023. The Company employs a next-generation business strategy that combines boutique investment qualities with the benefits of a fully integrated, centralized operating and distribution platform.

Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 11 autonomous Investment Franchises and a Solutions Business, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services.

Victory Capital is headquartered in San Antonio, Texas, with offices and investment professionals in the U.S. and around the world. To learn more, please visit www.vcm.com or follow Victory Capital on Facebook, Twitter, and LinkedIn.

Contacts

Investors:
Matthew Dennis, CFA
Chief of Staff
Director, Investor Relations
216-898-2412
mdennis@vcm.com

Media:
Jessica Davila
Director of Global Communications
210-694-9693
Jessica_davila@vcm.com

Document and Entity Information	Dec. 29, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 29, 2023
Entity Registrant Name	Victory Capital Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-38388
Entity Tax Identification Number	32-0402956
Entity Address, Address Line One	15935 La Cantera Parkway
Entity Address, City or Town	San Antonio
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78256
City Area Code	216
Local Phone Number	898-2400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001570827
Title of 12(b) Security	Common Stock, Par Value $0.01
Trading Symbol	VCTR
Security Exchange Name	NASDAQ