Material Agreement (Form 8-K)

Merger Agreement

On August 25, 2026, Victory Capital Holdings, Inc., a Delaware corporation (the "Company"), Fortify Holdings 1, Inc., a Delaware corporation ("Merger Sub 1"), Fortify Holdings 2, LLC, a Delaware limited liability company ("Merger Sub 2"), GC Ferry Parent, L.P., a Delaware limited partnership ("Seller"), and GC Ferry Holdings, Inc., a Delaware corporation ("First Eagle"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). At the closing of the transactions contemplated by the Merger Agreement (the "Closing"), the Company will acquire First Eagle by means of a two-step merger whereby Merger Sub 1 will merge with and into the Company, with the Company continuing as the surviving corporation, followed by the merger of the Company with and into Merger Sub 2, with Merger Sub 2 continuing as the surviving limited liability company.

At the Closing, as consideration for the contemplated transactions under the Merger Agreement, the Company will pay and/or issue, as applicable, to Seller a combination of (a) cash, (b) newly issued shares of common stock, par value $0.01 per share, of the Company ("Company Common Stock"), representing 4.9% of the Company's total outstanding Company Common Stock immediately following the Closing, and (c) newly issued shares of a new class of non-voting convertible preferred stock, par value $0.01 per share, of the Company, which will be designated as Series B Non-Voting Convertible Preferred Stock ("Company Convertible Preferred Stock"). Seller is majority owned by affiliates of Genstar Capital Management, LLC (collectively, "Genstar"), with the balance of Seller owned by members of First Eagle management. 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 Seller does not obtain client consents relating to the assignment of investment advisory contracts or the approval of new investment advisory contracts (as applicable, the "Client Consents") representing revenues from clients equal to at least 92.5% of the Base Revenue Run-Rate (as defined in the Merger Agreement). The purchase price is also subject to a customary post-Closing adjustment as well as a true-up payment in respect of Client Consents obtained in the one-year period following the Closing.

The Closing is subject to certain conditions, including (i) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (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) Client Consents 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 (as defined in the Merger Agreement).

The parties have made customary representations and warranties, and agreed to customary covenants, in the Merger Agreement, including regarding (i) the conduct of First Eagle and the Company's respective businesses during the pre-Closing period and (ii) subject to certain qualifications as set forth in the Merger Agreement, the parties' use of their respective reasonable best efforts to effect the expiration or termination of the required waiting period under the HSR Act, obtain all other required regulatory approvals and otherwise consummate the transactions contemplated by the Merger Agreement as promptly as practicable.

The Merger Agreement may be terminated under certain circumstances, including by mutual agreement or by either party (i) if the Closing has not occurred on or before May 25, 2027 (subject to extension as contemplated by the Merger Agreement), (ii) in the event of certain breaches by the other party of its representations, warranties or covenants in the Merger Agreement, which breach would give rise to the failure of a closing condition, or (iii) in the event a final, non-appealable order prohibits the contemplated transactions under the Merger Agreement.

The issuance of the shares of the Company Common Stock and the Company Convertible Preferred Stock is subject to the approval of the Company stockholders by affirmative vote of the Company stockholders representing a majority of the Company Common Stock present in person or by proxy and entitled to vote on such matter at a special meeting of the stockholders to be held to consider such proposals. In the event the Company does not obtain such stockholder approval, the share consideration described above would be adjusted such that the shares of Company Common Stock and Company Convertible Preferred Stock issued to Seller will be subject to a cap of 19.9% of the total outstanding Company Common Stock as of the close of business as of immediately prior to the Closing Date and Seller will instead receive the balance of the share consideration in a number of newly issued shares of a new class of cumulative perpetual preferred stock, par value $0.01 per share, of the Company ("Company Perpetual Preferred Stock").