Victory Capital Holdings Inc-A 2025年度报告

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growthcompany" in Rule 12b-2 of the Exchange Act. Accelerated filer☐Smaller reporting company☐Emerging growth company☐ Large accelerated filer☒Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with anynew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report. Act.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included inthe filing reflect the correction of an error previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒Aggregate market value of Common Stock held by non-affiliates of the registrant as of June 30, 2025 was approximately $3.5 billion.The number of outstanding shares of the registrant's Common Stock, par value $0.01 per share as of February 19, 2026 was 64,049,636. DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant’s proxy statement related to its 2026 Annual Stockholders’ Meeting to be filed within 120 days of the end of the fiscal yearended December 31, 2025, are incorporated by reference into Part III hereof. Except with respect to information specifically incorporated by reference in thisAnnual Report on Form 10-K, the registrant’s proxy statement is not deemed to be filed as part hereof. Auditor’s PCAOB ID Number: 34 Auditor Location: Boston, MA TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities49Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations51Item 7A.Qualitative and Quantitative Disclosures Regarding Market Risk68Item 8.Financial Statements and Supplementary Data70Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure115Item 9A.Controls and Procedures115Item 9B.Other Information115 PART III Item 10.Directors, Executive Officers and Corporate Governance116Item 11.Executive Compensation116Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters116Item 13.Certain Relationships and Related Transactions, and Director Independence116Item 14.Principal Accountant Fees and Services116 PART IV Item 15.Exhibits and Financial Statement Schedules117Item 16.Form 10‑K Summary117Signatures122 Table of Contents FORWARD‑LOOKING STATEMENTS This Annual Report on Form 10-K contains forward‑looking statements within the meaning of applicable U.S. federaland non-U.S. securities laws. The forward‑looking statements may include, without limitation, statements concerningourcurrent expectations,estimates,assumptions,and beliefs concerning future events,conditions,plans,andstrategies that are not historical fact. Any statement that is not historical in nature is a forw