Victory Capital Holdings, Inc.

On October 2, 2026, Victory filed with the Securities and Exchange Commission (the “SEC”) a preliminary proxy statement (the “Preliminary Proxy Statement”), and on October 16, 2026, Victory filed with the SEC a definitive proxy statement (the “Proxy Statement”), in each case in connection with the First Eagle Transaction.

As of November 4, 2026, two complaints have been filed in the Supreme Court of the State of New York, New York County by purported Victory stockholders against Victory and the members of the Victory board of directors (the “Board”) in connection with the proposed transaction: Wright v. Victory Capital Holdings, Inc., et al., Index No. 656101/2026 (filed October 27, 2026) and Taylor v. Victory Capital Holdings, Inc., et al., Index No. 656139/2026 (filed October 28, 2026) (collectively, the “Stockholder Litigation”). The Stockholder Litigation includes 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 transaction and asserts claims for alleged negligent misrepresentation and concealment and negligence under New York common law. Additionally, since the filing of the Preliminary Proxy Statement, Victory received 10 demand letters from purported Victory 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”).

The plaintiffs in the Stockholder Litigation seeks various remedies, which include, among other things: (i) enjoining the defendants from consummating the proposed transaction until the defendants disclose certain allegedly material information that was allegedly omitted from the Proxy Statement; (ii) in the event that the proposed transaction is consummated, rescinding it or awarding actual and punitive damages to the plaintiffs; (iii) awarding the plaintiff fees and expenses in connection with the Stockholder Litigation, including reasonable attorneys’ and experts’ fees and expenses; and (iv) granting such other and further relief as the court may deem just and proper.

Victory believes that the allegations contained in the Litigation Matters are without merit and that the disclosures in the Proxy Statement comply with applicable laws. Victory specifically denies all allegations in the Litigation Matters. The proceedings are subject to uncertainties inherent in the litigation process, and we cannot predict the outcome of the above matters or estimate the possible loss or range of possible loss, if any.

In addition to those items disclosed above, we are, from time to time, subject to claims and lawsuits arising in the ordinary course of business.