Victory Capital Holdings, Inc., a Delaware corporation, entered into the Seventh Amendment to Credit Agreement, among the Company, the other loan parties party thereto, the lenders party thereto, and Bank of America, N.A., as administrative agent, which amends the Credit Agreement dated as of July 1, 2019 (as amended by the First Amendment to Credit Agreement dated as of January 17, 2020, the Second Amendment to Credit Agreement dated as of February 18, 2021, the Third Amendment to Credit Agreement dated as of December 31, 2021, the Fourth Amendment to Credit Agreement dated as of September 23, 2022, the Fifth Amendment to Credit Agreement dated June 7, 2024, and the Sixth Amendment to Credit Agreement dated September 23, 2025, the Existing Credit Agreement), among the Company, the other loan parties party thereto from time to time, Bank of America, N.A, as administrative agent and collateral agent, and the lenders party thereto from time to time. Pursuant to the Seventh Amendment, the Company refinanced its existing term loans (the "Existing Term Loans") with repriced term loans (the "Repriced Term Loans") which will bear interest at an annual rate equal to, at the option of the Company, either SOFR plus a margin of 1.75% or an alternate base rate plus a margin of 0.75%. The Repriced Term Loans otherwise remain subject to substantially similar terms to those that were applicable to the Existing Term Loans.

The Seventh Amendment constitutes a Refinancing Amendment, and the Borrower is hereby notifying the Administrative Agent that it is requesting the establishment of Replacement Term Loans pursuant to Section 9.02(c) of the Existing Credit Agreement. The Borrower requests Replacement Term Loans in an aggregate principal amount of $980,075,000.00 (the Tranche B-4 Term Loans; the commitments in respect of such Tranche B-4 Term Loans, the Tranche B-4 Term Commitments; and the Participating Lenders with Tranche B-4 Term Commitments and any permitted assignees thereof, the Tranche B-4 Term Loan Lenders), which will be available on the Seventh Amendment Effective Date to refinance all Tranche B-3 Term Loans outstanding under the Existing Credit Agreement immediately prior to effectiveness of this Amendment (the Existing Term Loans) and which Tranche B-4 Term Loans shall constitute Replacement Term Loans and Term Loans (as applicable) for all purposes of the Credit Agreement and the other Loan Documents. RBC agrees to act as fronting bank for the syndication of the Tranche B-4 Term Loans (in such capacity, the Fronting Bank), and the Fronting Bank will purchase, and the Existing Term Lenders that execute and deliver a Tranche B-4 Participation Notice and elect the cash settlement option therein (the Non-Converting Lenders) will sell to the Fronting Bank, immediately prior to effectiveness of this Amendment, the Existing Term Loans of the Non-Converting Lenders.

The proceeds of the Tranche B-4 Term Loans shall be applied in exchange for or to prepay in full the aggregate principal amount of the Existing Term Loans outstanding on the Seventh Amendment Effective Date in accordance with the terms hereof.