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VCTR

Victory Capital Holdings, Inc.
LAST CLOSE… Investment Advice SHARES -7.9% · 12M
8
QUIET
RISK INDEX
RED FLAGS 8 = 8/100. WHY THIS NUMBER, PIECE BY PIECE.

THE READ No concentrated red flags in this year's filings; share count shrank 8% over the past year (shrinking, not printing).

FLAGS DILUTION CASH WHAT CHANGED VERDICT INSIDERS OUTSIDE RECORDS
01

Red Flags

2025-08-28 → 2026-08-28

We read every document this company filed with the SEC this year and counted the classic danger phrases. Where wording can be misleading, we open the actual documents and separate real warnings from accounting boilerplate. Each hit links to the exact document.

Dilution (at the market offering) 1 REAL WARNING · 1 matching doc this year · 9 ALL TIME

An ATM lets the company print and sell new shares into the market any day it wants. Every print dilutes your slice.

EVIDENCE: [1] 10-K FILED 2026-02-26

Reverse stock split 0 THIS YEAR · 2 ALL TIME

A reverse split shrinks the share count to lift the price above $1. Repeat reverse splits are the classic death-spiral signature.

Going concern doubt 0 REAL WARNINGS · 2 matching docS this year · 21 ALL TIME

Auditors flagged substantial doubt the company survives the next 12 months without new money.

EVIDENCE: [1] 8-K FILED 2025-09-26 · [2] 10-K FILED 2026-02-26

Delisting / exchange risk 0 THIS YEAR · 3 ALL TIME

The exchange has threatened to kick the stock off. Delisting pressure usually ends in a reverse split or a fire-sale raise.

SOURCE: FULL-TEXT SEARCH OF THE COMPANY'S OFFICIAL SEC FILINGS. "REAL WARNINGS" = WE OPENED THE LINKED DOCUMENTS AND FILTERED PHRASES WRAPPED IN NEGATIONS, RESOLUTION LANGUAGE OR STANDARD CONTRACT TERMS. "AT LEAST" = MORE DOCUMENTS CARRY THE PHRASE THIS YEAR THAN WE COULD OPEN AND READ.

02

The Printing Press

How many shares exist, over time, exactly as the company reported in its own filings. In microcaps, a rising share count is how holders pay for everything: salaries, debts, and bad deals. Sudden collapses in the line are reverse splits, marked below.

68,750,266 shares · 2022-02-28 61,509,572 shares · 2026-07-31 LAST 12M: -7.9% AVG/YEAR SINCE 2022: -2.5%

SOURCE: THE COMPANY'S OWN REPORTED SHARE COUNTS ACROSS 19 FILINGS, STRAIGHT FROM SEC RECORDS

CHECKING OFFICIAL SPLIT RECORDS…

What this means for YOUR shares

Type how many shares you hold. The math is plain division on the company's own reported counts.

03

Cash Countdown

Cash in the bank against how fast the company burns it. When this hits zero, the next stop is usually a desperate raise at bad terms, and existing holders pay through dilution.

$70.13M
CASH ON HAND
latest reported quarter
-7.5%
CASH CHANGE QoQ
latest two reported quarters
2024·92024·122025·32025·62025·92025·122026·32026·6
CASH OVER TIME, LAST 8 REPORTED QUARTERS $188.25M → $70.13M TREND: -62.7%

RUNWAY = CASH ON HAND ÷ MONTHLY CASH BURN. SIMPLE ARITHMETIC ON THE COMPANY'S OWN REPORTED NUMBERS, NOT A PROJECTION.

04

What the Newest Filing Changed

The latest filings, translated into holder impact. Every number cites its form, date and SEC link.

Shares outstanding -1.6%

Shares outstanding fell 62.53M to 61.51M (-1.6%) between 10-Q 2026-04-30 and 10-Q 2026-07-31.

NOW: 61,509,572 as of 2026-07-31 (10-Q, filed 2026-08-06)

WAS: 62,531,106 as of 2026-04-30 (10-Q, filed 2026-05-07)

Cash and equivalents -7.5%

Cash and equivalents fell $75.85M to $70.13M (-$5.72M, -7.5%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $70.13M as of 2026-06-30 (10-Q, filed 2026-08-06)

WAS: $75.85M as of 2026-03-31 (10-Q, filed 2026-05-07)

Total assets +0.8%

Total assets rose to $4.18B (from $4.14B, +0.8%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $4.18B as of 2026-06-30 (10-Q, filed 2026-08-06)

WAS: $4.14B as of 2026-03-31 (10-Q, filed 2026-05-07)

Total liabilities +1.0%

Total liabilities rose to $1.80B (from $1.78B, +1.0%) between 10-Q 2026-03-31 and 10-Q 2026-06-30.

NOW: $1.80B as of 2026-06-30 (10-Q, filed 2026-08-06)

WAS: $1.78B as of 2026-03-31 (10-Q, filed 2026-05-07)

Revenue +12.2%

Revenue rose $387.99M to $435.36M (+12.2%) between the period ended 2026-03-31 and the period ended 2026-06-30 (10-Q).

NOW: $435.36M as of 2026-06-30 (10-Q, filed 2026-08-06)

WAS: $387.99M as of 2026-03-31 (10-Q, filed 2026-05-07)

Cash burn / runway

Operating cash flow was positive ($256.38M) over the period ended 2026-06-30; no cash deficit to burn.

NOW: $256.38M as of 2026-06-30 (10-Q, filed 2026-08-06)

!

Critical 8-K Ledger

OFFICIAL NOTICES · 24 MO

When something material happens, the company itself must announce it in an 8-K under the SEC's numbered item system. These are those announcements, newest first: bankruptcy papers, exchange delisting warnings, auditor changes, financials pulled back. Read straight from the SEC filing index, no interpretation layer.

2026-07-23 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2026-05-21 ITEM 2.03 · NEW DIRECT OBLIGATION FILING ↗
2026-03-16 ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2025-09-26 ITEM 2.03 · NEW DIRECT OBLIGATION FILING ↗
2025-04-03 ITEM 3.02 · UNREGISTERED SHARE SALE ITEM 5.02 · OFFICER / DIRECTOR EXIT FILING ↗
2025-03-06 ITEM 4.01 · AUDITOR CHANGE FILING ↗

SOURCE: THE ITEM NUMBERS THE COMPANY ITSELF PUT ON EACH 8-K IN THE SEC'S FILING INDEX. HOVER A STAMP FOR WHAT THAT ITEM MEANS FOR YOUR SHARES. OFFICIAL NOTICES INSIDE THE LAST 12 MONTHS ALSO FEED THE RISK INDEX ABOVE (CAPPED AT 15 POINTS).

2024·32024·62024·92025·32025·62025·92026·32026·6
QUARTERLY REVENUE, LAST 8 QUARTERS $215.86M → $435.36M TREND: +101.7%

EACH BAR IS ONE REPORTED QUARTER. GREEN = MOST RECENT QUARTER GREW VS THE ONE BEFORE.

!

Breaking Filing

8-K · 2026-08-26

An 8-K is the "something happened right now" filing. Here is what this one says, in the company's own words.

Item 8.01

On August 26, 2026, Victory Capital Holdings, Inc. (“Victory” or the “Company”) issued a press release announcing that it has entered into a definitive agreement with Genstar Capital whereby the Company will acquire First Eagle Investments (“First Eagle”) in exchange for cash and stock consideration as further described in the press release. The closing of the contemplated transactions is subject to customary closing conditions. A copy of the press release is attached hereto as

READ THE ORIGINAL FILING

05

The Verdict

HOLD · HIGH CONFIDENCE

A rules-based reading of the cited filing facts: a range with reasons, never a prediction.

HOLD
SCREENING VERDICT
HIGH confidence
$66.14-$119.05
FAIR VALUE BRACKET
trailing earnings of $6.61/share at 10.0-18.0x
$121.13
LAST CLOSE
non-realtime

HOW THE BRACKET IS BUILT: TRAILING EARNINGS OF $6.61/SHARE AT 10.0-18.0X · BOOK EQUITY OF $38.61/SHARE AS A SUPPORT LEVEL · CASH FLOOR: $1.14/SHARE IN A WIND-DOWN.

BASIS FOR

+1

Share count is stable-ish (-1.6% change between the last two reported quarters).

+2

Revenue was roughly flat (+12.2% period over period).

+3

Fair-value range anchored to cited facts: $66.14 to $119.05 per share.

AGAINST

−1

The filings do not report usable cash and operating-burn figures, so runway could not be computed for this verdict.

METHOD: DETERMINISTIC RULES OVER CITED SEC FILING FACTS: SHARE-COUNT CHANGE BETWEEN THE LAST TWO REPORTED QUARTERS (DILUTION), CASH-TO-BURN RUNWAY FROM THE MOST RECENT OPERATING CASH FLOW, PERIOD-OVER-PERIOD REVENUE GROWTH, AND A FAIR-VALUE RANGE ANCHORED TO CASH PER SHARE VS PRICE. THRESHOLDS ARE TUNABLE IN APP/VERDICT_ENGINE.PY. NOT A PREDICTION.

06

Insider Paper Trail

GRANTS ONLY

Every time an officer, director or big owner trades shares, the law makes them file a Form 4 within two business days. We read the actual filings: who traded, what kind of trade, how big, at what price.

0
OPEN-MARKET BUYS
nobody is buying with their own cash
0
OPEN-MARKET SELLS
no open-market selling
20
GRANTS / AWARDS
1,191,152 new shares/options handed out: future dilution
DATEWHOACTION
2026-08-13 Gupta Nina OPTION EXERCISE 19,124
2026-08-13 Gupta Nina TAX WITHHOLDING 9,732 @ $118.17
2026-08-13 Gupta Nina OPTION EXERCISE 19,124 OPTIONS/DERIVATIVE
2026-08-13 Dhillon Mannik S. OPTION EXERCISE 16,390
2026-08-13 Dhillon Mannik S. TAX WITHHOLDING 6,452 @ $118.17
2026-08-13 Dhillon Mannik S. OPTION EXERCISE 16,390 OPTIONS/DERIVATIVE
2026-08-13 Brown David Craig OPTION EXERCISE 147,529
2026-08-13 Brown David Craig TAX WITHHOLDING 58,056 @ $118.17
2026-08-13 Brown David Craig OPTION EXERCISE 147,529 OPTIONS/DERIVATIVE
2026-08-13 Sipp Thomas Michael OPTION EXERCISE 40,982
2026-08-13 Sipp Thomas Michael TAX WITHHOLDING 21,205 @ $118.17
2026-08-13 Sipp Thomas Michael OPTION EXERCISE 40,982 OPTIONS/DERIVATIVE

NO OPEN-MARKET BUYS OR SELLS: JUST COMPENSATION PAPER. WATCH WHETHER THE GRANTS TURN INTO SALES ONCE THEY VEST. "10B5-1 PLAN" MEANS THE TRADE WAS SCHEDULED UNDER A PRE-SET TRADING PLAN, DISCLOSED IN THE FILING'S OWN FOOTNOTES: PRE-PLANNED SALES CARRY LESS SIGNAL THAN SPUR-OF-THE-MOMENT ONES. SOURCE: FORM 4 FILINGS, PARSED FROM THE SEC'S OWN XML, LAST 10 FILINGS.

07

Filing Timeline

The company's most recent SEC paperwork, newest first.

DEFA14A 2026-08-26 0001104659-26-101586
DEFA14A 2026-08-26 0001104659-26-101581
DEFA14A 2026-08-26 0001104659-26-101536
8-K 2026-08-26 0001104659-26-101533
4 2026-08-17 0001193125-26-354274
4 2026-08-17 0001193125-26-354273

SOURCE: THE COMPANY'S SEC FILING INDEX

08

Outside the Filings

Public records that most investors never check, cross-checked against what the company claims. This is where shells slip up.

vcm.com
WEB ADDRESS ON RECORD
registered 1995-08-09 · via Amazon Registrar, Inc.
31.1 YRS OLD
DOMAIN AGE
old and consistent with an operating company: a good sign
0
OFFICIAL OFFERING DOCS · 12M
no completed stock sales to the public in a year
0
SHELF REGISTRATIONS · 12M
none filed: no dilution pipeline on record
0
BIG-OWNER TAKEOVER FILINGS · 12M
no outside investor has crossed the 5% disclosure line this year
PUBLIC FLOAT
shares actually tradable, vs held by insiders and big owners
SOLD SHORT
FINRA short interest: how many shares are bets against this company, and how many days of trading it would take to cover
CLEAR
US SANCTIONS SCREEN
company name checked against the official US sanctions list (19290 entries)
LEGAL IDENTITY (LEI)
every company that trades securities must carry a global legal identifier: status, parent chain and subsidiaries from the official registry
INSTITUTIONAL HOLDERS · 13F
quarterly institutional holdings filings scanned for this exact company name: which funds still report holding shares, from their own filings
SITE HISTORY
how long the company's website has been around, per the public web archive
CERT RECORD
public certificate logs date the company's web infrastructure: old and boring is good, brand-new is a tell
REGISTRANT HISTORY
old snapshots of public WHOIS pages: has the registered owner of this address changed hands
HOSTING + MAIL RECORDS
public DNS records: where the address is pointed and whether it can even receive mail

SOURCES: PUBLIC DOMAIN REGISTRATION RECORDS (FOUND IN THE COMPANY'S OWN FILING SIGNATURES) · THE COMPANY'S SEC FILING INDEX · OFFICIAL US SANCTIONS LIST · QUARTERLY 13F FILINGS VIA EDGAR FULL-TEXT SEARCH · LEGAL-IDENTITY, SITE-HISTORY, CERTIFICATE, REGISTRANT-HISTORY AND DNS SLOTS STREAM IN FROM FREE PUBLIC REGISTRIES WITHOUT BLOCKING THIS PAGE.

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09

Company Record

Legal nameVictory Capital Holdings, Inc.
Fiscal year end1231
HQ4900 TIEDEMANN ROAD, 4TH FLOOR, BROOKLYN, OH
Last periodic report2026-08-06 (10-Q, 22d ago)
Shares outstanding61,509,572 as of 2026-07-31 (10-Q)

SOURCE: THE COMPANY'S SEC FILING INDEX

Next time VCTR files something scary, know within minutes.

One Telegram message per material filing: dilution, going concern, delisting, insider dumps. No account, no email. Every line cites its SEC source. Leave anytime with /unwatch.

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