Victory Capital Holdings Inc

Stockholder Litigation

Terms used and not otherwise defined in this section are defined in the Form 8-K filed by VCH on September 30, 2024.

On September 19, 2024, two complaints were filed in the Supreme Court of the State of New York, New York County by purported Victory Capital Holdings Inc. (“VCH”), stockholders (“Stockholder Litigation”) against VCH and the members of the VCH board of directors in connection with the Contribution Agreement.

The complaints in the Stockholder Litigation include allegations that, among other things, the defendants caused to be filed a materially incomplete and misleading Proxy Statement with the SEC relating to the proposed Contribution and assert claims for alleged negligent misrepresentation and concealment and negligence under New York common law.

Additionally, since the filing of the Preliminary Proxy Statement, VCH received five demand letters from purported VCH stockholders alleging similar insufficiencies in the disclosures in the Preliminary Proxy Statement and/or the Proxy Statement (such letters, the “Demand Letters,” and together with the Stockholder Litigation, (the “Litigation Matters”). VCH believes that the allegations contained in the Litigation Matters are without merit, that the disclosures in the Proxy Statement complied with applicable laws, and that no further disclosures were required to supplement the Proxy Statement under applicable laws. However, to avoid the risk of the Litigation Matters delaying or adversely affecting the Contribution and to minimize the costs, risks and uncertainties inherent in litigation, and without admitting any liability or wrongdoing, VCH voluntarily made supplemental disclosures to the Proxy Statement. VCH specifically denies all allegations in the Litigation Matters and that any additional disclosure was or is required. On April 4, 2025, the plaintiffs in the Stockholder Litigation filed notices of voluntary discontinuance in each action.

From time to time, the Company may be subject to legal proceedings and claims in the ordinary course of business.