On December 31, 2021, Victory Capital Holdings, Inc. (the ‘Company') entered into the Third Amendment to the Credit Agreement, dated as of July 1, 2019 (as amended by the First Amendment to Credit Agreement, dated as of January 17, 2020, and the Second Amendment to Credit Agreement, dated as of February 18, 2021) with the guarantors party thereto, Barclays Bank PLC, as administrative agent, and the lenders party thereto from time to time. Pursuant to the Third Amendment, the Company obtained incremental term loans (the ‘2021 Incremental Term Loans') in an aggregate principal amount of $505,000,000 and used the proceeds to fund the acquisition (the ‘WestEnd Acquisition') of 100% of the equity interests of WestEnd Advisors, LLC (‘WestEnd') and to pay fees and expenses incurred in connection therewith. The 2021 Incremental Term Loans will mature in 2028 and will bear interest at an annual rate equal to, at the option of the Company, either LIBOR (adjusted for reserves and subject to a 50 basis point floor) plus a margin of 2.25% or an alternate base rate plus a margin of 1.25%.

The 2021 Incremental Term Loans will amortize at a rate of 1.00% per annum.