Victory Capital Holdings, Inc.

Code

A

Shares

100,000

Price

—

Footnotes

11

On April 1, 2025, Amundi Asset Management S.A.S. ("Amundi AM") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Shareholder Agreement (the "Shareholder Agreement") in connection with the contribution by Amundi AM to the Issuer of all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM, in exchange for (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock"), representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock"), on the terms set forth in the Contribution Agreement (as defined in footnote 3). Amundi AM is a wholly-owned subsidiary of Amundi S.A. (Amundi AM, together with Amundi S.A., the "Reporting Persons"). On May 16, 2025, Amundi AM acquired beneficial ownership of an additional 5,436,318 shares of Preferred Stock as a result of a post-closing adjustment to the Preferred Stock received by Amundi AM at the closing of the transaction, which together with the Common Stock and Preferred Stock acquired at the closing of the transaction, resulted in Amundi AM beneficially owning 26.1% of the Issuer's outstanding capital stock as of the closing date of the transaction on a fully diluted basis. On August 1, 2025, in accordance with the terms of the Contribution Agreement, dated July 8, 2024, by and between Amundi AM, Amundi S.A. and the Issuer, as amended on March 31, 2025 (the "Contribution Agreement"), Amundi AM forfeited its beneficial ownership of 44,026 shares of Preferred Stock as a result of a post-closing adjustment to the amount of Preferred Stock received by Amundi AM at the closing of the transaction pursuant to the Contribution Agreement. Pursuant to the terms of a Shareholder Agreement, the Reporting Persons are not permitted to transfer shares of Common Stock or Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions. Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025. The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion"). (continued from footnote 6) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis. Reflects an exercise by Amundi AM, on the terms set forth in the Shareholder Agreement, of its right under the Shareholder Agreement to cause the Issuer to issue shares of Preferred Stock to Amundi AM in exchange for an equal number of shares of Common Stock. On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote the shares of Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement"). (continued from footnote 9) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC have agreed not to nominate any person for election to the Board in lieu of, or in a contested election with, such nominee of Amundi AM, for so long as Amundi AM retains the right to nominate any person for election to the Board. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview and the ESC. Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the shares of Common Stock held by any party thereto.