Form 8-K
8-K — Victory Capital Holdings, Inc.
Accession: 0001193125-26-314260
Filed: 2026-07-23
Period: 2026-07-22
CIK: 0001570827
SIC: 6282 (INVESTMENT ADVICE)
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Regulation FD Disclosure
Item: Financial Statements and Exhibits
Documents
8-K — vctr-20260722.htm (Primary)
EX-99.1 (vctr-ex99_1.htm)
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8-K
8-K (Primary)
Filename: vctr-20260722.htm · Sequence: 1
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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
Date of Report (Date of earliest event reported): July 22, 2026
Victory Capital Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware
001-38388
32-0402956
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
15935 La Cantera Parkway
San Antonio, Texas
78256
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: 216 898-2400
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 registrant under any of the following provisions:
☐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
The Nasdaq Global Market
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 July 22, 2026, Dominique Carrel-Billiard notified the Board of Directors (the “Board”) of Victory Capital Holdings, Inc. (the “Company”) of his intent to resign effective July 23, 2026 due to him leaving Amundi. Mr. Carrel-Billiard’s resignation was not a result of any disagreement with the Company or any matter relating to the Company's operations, policies, or practices. The Company thanks Mr. Carrel-Billiard for his service.
On July 23, 2026, the Board upon recommendation of the Nominating & Governance Committee of the Board (the “Nominating Committee”), approved the appointment of Nicolas Calcoen as a member of the Board, effective as of July 23, 2026. Mr. Calcoen currently serves as the Deputy Chief Executive Officer, Head of Strategy, Finance and Control Division of Amundi and has been appointed as a Class III director with a term of office expiring at the Company’s 2027 Annual Meeting of Stockholders.
As Deputy Chief Executive Officer of Amundi and previously a senior executive of Amundi, Mr. Calcoen has extensive expertise in banking and asset management. Mr. Calcoen holds a bachelor's degree in Public Service and Administration from Institut d’Etudes Politiques – Paris, a Master's of Science degree in Economics and International Business from Institut d’Etudes Politiques – Paris, and a post graduate professional degree with the National School of Administration for State & Senior Civil Service. The Board of Directors believe that Mr. Calcoen’s extensive experience in the financial services industry provides him with the qualifications and skills to serve on the Board.
In connection with his appointment to the Board, Mr. Calcoen has elected to waive any right to any compensation from the Company in connection with his service as a non-employee director of the Company. The Company has entered into an indemnification agreement with Mr. Calcoen in substantially the same form as entered into by the Company with its other directors.
There are no related party transactions that would be required to be disclosed under Item 404(a) of Reg. S-K with respect to Mr. Calcoen.
Item 7.01 Regulation FD Disclosure.
On July 23, 2026, the Company issued a press release announcing the resignation of Mr. Carrel-Billiard as director of the Company’s Board and the appointment of Mr. Calcoen as a 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 July 23, 2026
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VICTORY CAPITAL HOLDINGS, INC.
Date:
July 23, 2026
By:
/s/ MICHAEL D. POLICARPO
Name: Michael D. Policarpo
Title: President, Chief Financial Officer and Chief Administrative Officer
EX-99.1
EX-99.1
Filename: vctr-ex99_1.htm · Sequence: 2
EX-99.1
Exhibit 99.1
News Release
Victory Capital Announces Changes to Board of Directors
San Antonio, Texas, July 23, 2026 ― Victory Capital Holdings, Inc. (NASDAQ: VCTR) (“Victory Capital” or the “Company”) announced Dominique Carrel-Billiard’s resignation from its Board of Directors (the “Board”), effective July 23, 2026, due to his leaving Amundi. Concurrently, the Board has appointed Nicolas Calcoen as a Director, effective the same date.
Mr. Calcoen’s appointment, recommended by the Board’s Nominating & Governance Committee, adds a seasoned global asset management executive to Victory Capital’s Board. He currently serves as Deputy Chief Executive Officer, Head of Strategy, Finance and Control at Amundi, and he will serve as a Class III Director with a term expiring at the Company’s 2027 Annual Meeting of Stockholders.
Mr. Calcoen brings extensive leadership experience across banking and asset management, having held a series of senior executive roles at Amundi prior to his current position. He holds a bachelor’s degree in Public Service and Administration and a Master of Science in Economics and International Business, both from Institut d’Études Politiques ̶ Paris, as well as a postgraduate professional degree with the National School of Administration for State & Senior Civil Service.
“We are delighted to welcome Nicolas to our Board and look forward to the global perspective he brings as we continue to grow and expand our platform,” said David C. Brown, Chairman and CEO of Victory Capital. “At the same time, we want to thank Dominique for his dedicated service and wish him every success in his future projects.”
About Victory Capital
Victory Capital (NASDAQ: VCTR) is a diversified global asset management firm with $346.1 billion in total client assets, as of June 30, 2026. We serve institutional, intermediary, and individual clients through our Investment Franchises and Solutions Platform, which manage specialized investment strategies across traditional and alternative asset classes. Our differentiated approach combines the power of investment autonomy with the support of a robust, fully integrated operational and distribution platform. Clients have access to focused, top-tier investment talent equipped with comprehensive resources designed to deliver competitive long-term performance.
Victory Capital is headquartered in San Antonio, Texas. To learn more, visit www.vcm.com or follow us on Facebook, Twitter (X), and LinkedIn.
Investors:
Carly Thomas
Director, Investor Relations and Responsible Business
210-694-9658
cthomas@vcm.com
20251114-4979486
Media:
Jessica Davila Burgess
Director, Global Communications
210-694-9693
jessica_davila@vcm.com
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