Victory Capital Holdings, Inc. 8K

Victory Capital Holdings, Inc. agreed to acquire GC Ferry Holdings, Inc. from GC Ferry Parent, L.P. via a two-step merger for a mix of cash and Victory equity, subject to post-closing purchase price and client-consent adjustments, in a transaction intended to be tax-free.

On August 25, 2026, Victory Capital Holdings, Inc. entered into an Agreement and Plan of Merger with Fortify Holdings 1, Inc., Fortify Holdings 2, LLC, GC Ferry Parent, L.P. (the seller), and GC Ferry Holdings, Inc. pursuant to which Victory will acquire GC Ferry Holdings through a two-step merger structure in which Merger Sub 1 merges into GC Ferry Holdings and, immediately thereafter, the surviving corporation merges into Merger Sub 2, resulting in Merger Sub 2 as the surviving LLC. The consideration to the seller will consist of a mix of cash, Victory common stock, Victory convertible preferred stock and, if shareholder approval for a common stock issuance is not obtained, Victory perpetual preferred stock (or equivalent cash), subject to customary closing adjustments for cash, indebtedness, net working capital, transaction expenses, and a sizable client-consent based adjustment that can be trued up over up to one year post-closing. The transaction is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code, includes detailed provisions on regulatory approvals (including HSR and FINRA), financing and solvency representations, post-closing client consent mechanics, and establishes that at least 40% of the total merger consideration (including any related equity issuances under Section 6.23) will be paid in Victory equity securities to support the intended tax treatment.

Filing Facts

CIK

1570827

Ticker

-

Form

8K

Source Type

sec

Accession

0001104659-26-103936

Alert Tier

8