Victory Capital Holdings, Inc. 8-K

What Happened
Victory Capital Holdings, Inc. announced on February 26, 2026 that it sent a proposal to the Special Committee of Janus Henderson Group plc to acquire Janus Henderson. The company issued a press release (attached as Exhibit 99.1 to the 8-K) that includes the full text of the proposal and disclosed that it previously sent proposals on November 24, 2025, December 8, 2025 and December 22, 2025 (attached as Exhibits 99.4, 99.3 and 99.2, respectively). The filing also references Janus Henderson’s public announcement on December 22, 2025 of a merger agreement with an investor group led by Trian Fund Management, L.P.

Key Details

• Proposal announced: February 26, 2026 (press release attached as Exhibit 99.1).
• Prior proposals sent: November 24, 2025 (Exhibit 99.4); December 8, 2025 (Exhibit 99.3); December 22, 2025 (Exhibit 99.2).
• Target company: Janus Henderson Group plc; prior public merger agreement with an investor group led by Trian was announced Dec 22, 2025.
• Filing signer: Michael D. Policarpo, President, CFO & Chief Administrative Officer of Victory Capital (signed Feb 26, 2026).

Why It Matters
This 8-K signals that Victory Capital has formally sought to acquire Janus Henderson, which could be material for shareholders of both firms if negotiations advance. The filing makes clear the proposal is non‑binding at this stage and warns that closing would be subject to conditions such as regulatory approvals, client consents and stockholder votes. Investors should watch for further SEC filings (proxy statements, registration or tender offer documents) for definitive transaction terms and risks, and should read any future materials carefully before making investment decisions.