425: Victory Capital Pitches Strengths Amid Janus Henderson Bid

Victory Capital Holdings, Inc. (VCTR) filed a Rule 425 communication highlighting its strong financial performance and strategic growth in relation to its proposed acquisition of Janus Henderson Group plc (JHG).

Summary

• Victory Capital reported $327 billion in Total Client Assets as of February 28, 2026.
• The company has 699 total employees, including 231 investment professionals and 255 sales and marketing professionals.
• Victory Capital serves clients in 60 countries and operates 11 offices in the U.S.
• The company became publicly traded (VCTR) in 2018, following a management-led buyout from KeyCorp in 2013.
• Victory Capital has completed eight major acquisitions over the past 11 years.
• Its product offerings include over 100 Institutional Strategies, 23 ETFs, 132 Mutual Funds (including an Interval Fund), 12 Retail SMAs/UMAs, 21 CITs, 8 Model Portfolios, and 23 UCITS.
• As of December 31, 2025, 54 of its mutual funds and ETFs received Overall Morningstar Ratings™ of four or five stars, representing 65% of AUM in mutual funds or ETFs.
• As of December 31, 2025, 63% of total AUM outperformed benchmarks for the one-year and three-year periods, 68% for the five-year period, and 78% for the 10-year period.
• As of December 31, 2025, 60% of strategies outperformed benchmarks over the one-year period, 62% over the three-year period, 69% over the five-year period, and 68% over the 10-year period.
• The company has an extensive U.S. Intermediary Distribution network, with products placed with 150,000 financial advisors and approximately 5,000 RIAs.
• Victory Capital maintains a strong U.S. Institutional Presence with over 460 mandates across more than 425 clients.
• The Direct Investor Channel serves over 650,000 individual investors across 1.3 million accounts.
• The filing relates to a proposal Victory Capital has made to the Special Committee of Janus Henderson's Board of Directors for an acquisition.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a highly positive communication, strategically highlighting Victory Capital's strong historical performance and growth metrics to support its proposed acquisition of Janus Henderson, indicating confidence in its value proposition.

Positives

• Total Shareholder Return (TSR) for VCTR was 512% since its IPO (February 7, 2018, through March 13, 2026), significantly outperforming JHG's 111% over the same period.
• VCTR's TSR of 358% since Trian's first investment (June 30, 2020, through March 13, 2026) outperformed JHG's 210%.
• VCTR's TSR of 183% since JHG's CEO joined (June 27, 2022, through March 13, 2026) outperformed JHG's 136%.
• 65% of AUM in mutual funds or ETFs received overall fouror five-star Morningstar Ratings™ as of December 31, 2025.
• 78% of total AUM outperformed benchmarks for the 10-year period as of December 31, 2025.
• 68% of strategies outperformed benchmarks for the 10-year period as of December 31, 2025.
• The company boasts a diverse set of investment capabilities and vehicles, catering to various client needs.
• Victory Capital has a broad distribution reach across U.S. Intermediary, U.S. Institutional, and Direct Investor channels.

Negatives

• 62 mutual funds and ETFs did not have 4or 5-star Overall Morningstar Ratings™ or were not rated.
• 35% of AUM in mutual funds and ETFs did not receive an overall rating of 4 or 5 stars or were not rated.
• Past performance is not indicative of future results, and all investments carry a certain degree of risk, including the possible loss of principal.
• Morningstar ratings could have been lower if fees had not been waived and/or expenses reimbursed currently or in the past.

Risks

• The ultimate outcome of discussions between Victory Capital and Janus Henderson is uncertain, with possibilities that Victory Capital may not pursue the transaction or Janus Henderson may reject it.
• Conditions to the closing of any proposed transaction, including required regulatory approvals, client consents, and stockholder approvals, may not be satisfied in a timely manner or at all.
• Potential litigation related to any proposed transaction could arise.
• Disruption from the proposed transaction could adversely affect the respective businesses and operations of Victory Capital and Janus Henderson.
• There is a risk of potential adverse reactions or changes to client and other business relationships resulting from the announcement, pendency, or completion of the transaction.
• The ability to retain key employees of both companies could be impacted.
• Challenges may arise in effectively and efficiently integrating the companies post-acquisition.
• Factors that may affect future results are detailed in Victory Capital's filings with the U.S. Securities and Exchange Commission (SEC), including its Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K.

Future Outlook

Victory Capital's future outlook is tied to the potential acquisition of Janus Henderson Group plc, with expectations of diversified product offerings, expanded distribution, enhanced market profile, financial strength, and opportunities for long-term growth and value creation for shareholders. The company also anticipates potential synergies, efficiencies, or cost savings from a combined entity.

Management Comments

• Victory Capital highlights its history of value creation for shareholders and its management-led buyout in 2013 as foundational to its current success.
• The company implicitly asserts its strong performance and strategic growth as compelling reasons for the proposed acquisition of Janus Henderson.

Industry Context

StockSavvy.ai notes that the asset management industry is experiencing consolidation, driven by the pursuit of scale, diversified offerings, and enhanced distribution capabilities. Victory Capital's proposed acquisition of Janus Henderson aligns with this trend, aiming to leverage its strong historical performance and broad distribution network to create a larger, more competitive entity. The emphasis on benchmark outperformance and Morningstar ratings reflects the ongoing importance of investment alpha and recognized quality in attracting and retaining client assets in a competitive market.

Comparison to Industry Standards

• Victory Capital's Total Shareholder Return (TSR) of 512% since its IPO (February 7, 2018, to March 13, 2026) significantly outperforms Janus Henderson Group plc (JHG) at 111% over the same period, indicating superior shareholder value creation compared to a direct competitor.
• The company's 65% of AUM in mutual funds or ETFs receiving overall fouror five-star Morningstar ratings (as of December 31, 2025) suggests a strong competitive position in product quality, exceeding typical industry averages where a smaller percentage of funds consistently achieve top ratings.
• Victory Capital's consistent benchmark outperformance, with 78% of AUM outperforming over a 10-year period and 68% of strategies outperforming over 10 years (as of December 31, 2025), positions it favorably against many peers in the active asset management space, where consistent long-term outperformance is a key differentiator.
• The extensive U.S. Intermediary distribution, reaching 150,000 financial advisors and approximately 5,000 RIAs, demonstrates a robust market penetration that compares favorably to many asset managers, indicating strong access to client capital.

Legal Proceedings

• Potential litigation related to any proposed transaction.

Stakeholder Impact

• Shareholders: Potential for long-term value creation from the proposed acquisition; urged to read future SEC filings regarding the transaction.
• Clients: Potential for diversified product offerings and expanded distribution from a combined company; risk of adverse reactions or changes to client relationships due to the transaction.
• Employees: Risk of disruption from the proposed transaction; ability to retain key employees is a factor.

Next Steps

• Victory Capital (and potentially Janus Henderson) may file one or more registration statements, proxy statements, tender offer statements, or other documents with the SEC in furtherance of the acquisition proposal.
• Investors and security holders are urged to read any such documents carefully if and when they become available.
• Any definitive proxy statement(s) or prospectus(es) will be mailed to stockholders of Victory Capital and/or Janus Henderson.
• Victory Capital assumes no obligation to update or revise forward-looking statements, except as required by law.

Key Dates

Recommendation

The filing presents Victory Capital with exceptional historical Total Shareholder Return (TSR) significantly outperforming a key competitor, Janus Henderson, across multiple timeframes. Coupled with strong AUM growth, high Morningstar ratings, and consistent benchmark outperformance, the company demonstrates robust operational and investment capabilities. The proposed acquisition of Janus Henderson, framed by these strengths, suggests a strategic move to further enhance scale, diversification, and shareholder value, making it a strong buy for investors seeking growth in the asset management sector.

Keywords

Victory Capital, VCTR, Janus Henderson, JHG, Acquisition, Asset Management, Investment Performance, Shareholder Return, AUM, ETFs, Mutual Funds, SEC Filing, Financial Services, Investment Strategies