Victory Capital Holdings filed an 8-K providing supplemental disclosures to its definitive proxy statement regarding the proposed $7.03 billion acquisition of First Eagle. The filing addresses two complaints and demand letters from stockholders alleging that the proxy statement was materially incomplete or misleading, specifically concerning financial analyses provided by advisor PJT Partners LP. Victory voluntarily supplemented the disclosure to mitigate litigation risks but maintains that the allegations are without merit and no admission of liability is made. The transaction consideration includes $2 billion in equity valued at $116.26 per share, plus cash and preferred stock. A special meeting to vote on the deal is scheduled for November 17, 2026. Victory Capital Holdings operates as an asset management firm.
