Victory Capital faces two NY suits over First Eagle proxy; adds supplemental disclosures

Victory Capital Holdings, Inc.

Two purported-stockholder complaints filed in NY Supreme Court: Wright v. Victory (Index 656101/2026, Oct 27) and Taylor v. Victory (Index 656139/2026, Oct 28), plus demand letters.
Suits allege the Proxy Statement was materially incomplete and misleading; they seek an injunction, rescission or damages, and fees; Victory denies the allegations and says its disclosures comply.
Victory voluntarily supplements the proxy but says the $7.03B base purchase price for First Eagle and the Nov 17, 2026 special meeting timing are unchanged; the board still recommends FOR.
Supplement adds PJT DCF: Victory implied equity of $7.89B-$9.90B, or $93.75-$117.75/share vs $116 close on Aug 24; 10.0x-12.0x terminal EBITDA and 10.5%-12.5% discount rate.
First Eagle DCF implies adjusted total enterprise value of $6.05B-$7.62B using 8.5x-10.5x terminal EBITDA and assumes $299M of sign-to-close free cash flow.

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