SCHEDULE 13D/A: Amundi S.A. Boosts Stake in Victory Capital Holdings to 26.1% After Post-Closing Adjustment

Amundi S.A. and Amundi Asset Management S.A.S. have increased their beneficial ownership in Victory Capital Holdings, Inc. to 26.1% of outstanding capital stock on a fully diluted basis, following a post-closing adjustment to a prior transaction.

Summary

• Amundi S.A. and Amundi Asset Management S.A.S. (Reporting Persons) filed Amendment No. 2 to their Schedule 13D regarding Victory Capital Holdings, Inc.
• As of April 1, 2025, Amundi AM initially acquired 3,293,471 shares of Common Stock, representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance.
• Concurrently, Amundi AM acquired 14,305,982 shares of Preferred Stock, which together with the Common Stock represented 21.2% of the Issuer's outstanding capital stock on a fully diluted basis as of April 1, 2025.
• On May 16, 2025, the Reporting Persons 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 at the closing of the Transaction.
• This additional acquisition results in the Reporting Persons beneficially owning 26.1% of the Issuer's outstanding capital stock on a fully diluted basis as of the closing date of the Transaction, subject to a further post-closing adjustment.
• The Preferred Stock is generally not convertible at the option of the holder and is only convertible into Common Stock after specific types of transfers (Automatic Transfer Conversion).
• Common Stock is exchangeable for Preferred Stock on a one-to-one basis.
• Amundi AM entered into Voting Agreements on July 8, 2024, and a Shareholder Agreement on April 1, 2025.
• Through the Voting Agreements, Amundi Asset Management S.A.S. may be deemed to have beneficial ownership of an additional aggregate of 9,584,914 shares of Common Stock, representing approximately 14.3% of the Issuer's Common Stock outstanding.
• Two individuals designated by Amundi AM were appointed to the Board of Directors of Victory Capital Holdings, Inc. effective as of the closing of the Transaction on April 1, 2025.

Sentiment

Score: 6

Explanation: The document is neutral in tone, primarily providing factual updates on beneficial ownership and related agreements. The increase in stake and board representation could be seen as positive for the issuer, but the transfer restrictions are a neutral to slightly negative point for the reporting entity.

Positives

• Amundi S.A.'s increased beneficial ownership to 26.1% signifies a substantial and potentially long-term strategic investment in Victory Capital Holdings, Inc.
• The appointment of two Amundi AM designees to the Board of Directors indicates active involvement in corporate governance and strategic direction, potentially aligning interests.
• The Shareholder Agreement and Voting Agreements establish a structured framework for the relationship, which can provide stability and clarity for both parties.

Negatives

• The Reporting Persons are restricted from transferring shares of Common Stock and Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions, which limits their liquidity.
• The Preferred Stock has specific and limited conversion conditions (Automatic Transfer Conversion), meaning it is not convertible at the holder's option, which could impact future flexibility.

Risks

• The restriction on transferring Common and Preferred Stock until April 1, 2028, could limit the Reporting Persons' ability to divest their holdings quickly if market conditions change.
• The specific conversion conditions for Preferred Stock may complicate future liquidity or strategic maneuvers for the Reporting Persons.
• The filing explicitly states it should not be deemed an admission that the Reporting Persons are part of a 'group' by virtue of the Voting Agreements, indicating potential regulatory interpretation risks regarding beneficial ownership and control.

Future Outlook

The Reporting Persons have no present plans or proposals related to the events set forth in items (a) through (j) of Item 4 of Schedule 13D, other than as disclosed. However, they may, at any time, review or reconsider their position, change their purpose, formulate new plans or proposals, or determine to acquire additional securities or dispose of existing securities of the Issuer, in each case, subject to the restrictions outlined in the Shareholder Agreement.

Industry Context

This filing indicates a significant strategic investment by Amundi, a major global asset manager, into Victory Capital Holdings, an independent investment management firm. Such a substantial equity stake and board representation often signal a deeper partnership or strategic alignment within the competitive asset management industry. This move could potentially lead to synergies in distribution, product offerings, or operational efficiencies, and may be viewed as Amundi expanding its footprint or a vote of confidence in Victory Capital's business model.

Comparison to Industry Standards

• N/A. This document is a Schedule 13D amendment detailing changes in beneficial ownership and related agreements, not a financial performance report that would allow for direct comparison to industry benchmarks or specific comparable companies' results. The focus is on the ownership structure and governance implications of Amundi's stake in Victory Capital Holdings.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The increased beneficial ownership by Amundi, a major global asset manager, could be viewed positively as a sign of strategic alignment and long-term commitment. The board appointments also give Amundi direct influence.
• Management: The presence of Amundi-appointed directors on the board will likely influence strategic decisions and corporate governance.
• Employees: No direct impact on employees is mentioned, but strategic alignment could lead to future operational changes or opportunities.

Next Steps

• Reporting Persons may review or reconsider their position regarding Victory Capital Holdings, Inc.
• Reporting Persons may change their purpose or formulate new plans/proposals concerning the Issuer.
• Reporting Persons may acquire additional securities or dispose of existing securities of the Issuer, subject to the Shareholder Agreement.
• A further post-closing adjustment to the Preferred Stock is possible.

Key Dates

Keywords

Victory Capital Holdings, Amundi S.A., Amundi Asset Management S.A.S., Schedule 13D, Beneficial Ownership, Preferred Stock, Common Stock, SEC Filing, Investment, Shareholder Agreement, Voting Agreements, Asset Management