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( Mark One ) ☑ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington , D.C. 20549 FORM 10 - K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31 , 2020 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 ( d ) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM Commission file number : 001-38388 to Delaware ( State or other jurisdiction of incorporation or organization ) Victory Capital Victory Capital Holdings , Inc. ( Exact name of registrant as specified in its charter ) 15935 La Cantera Parkway , San Antonio , Texas ( Address of principal executive offices ) Title of each class Class A Common Stock , $ 0.01 Par Value ( 216 ) 898-2400 ( Registrant's telephone number , including area code ) Securities registered pursuant to Section 12 ( b ) of the Act : Trading Symbol ( s ) VCTR 32-0402956 ( I.R.S. Employer Identification No. ) 78256 ( Zip Code ) Name of each exchange on which registered The Nasdaq Stock Market LLC Securities registered pursuant to section 12 ( g ) of the Act : None Indicate by check mark if the registrant is a well - known seasoned issuer , as defined in Rule 405 of the Securities Act . Yes No ☑ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15 ( d ) of the Act . Yes ☐ No ☑ Indicate by check mark whether the registrant : ( 1 ) has filed all reports required to be filed by Section 13 or 15 ( d ) of the Securities Exchange Act of 1934 during the preceding 12 months ( or for such shorter period that the registrant was required to file such reports ) , and ( 2 ) has been subject to such filing requirements for the past 90 days . Yes > No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S - T ( § 232.405 of this chapter ) during the preceding 12 months ( or for such shorter period that the registrant was required to submit such files ) . Yes ☑No ☐ Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer , a non - accelerated filer , a smaller reporting company , or an emerging growth company . See the definitions of " large accelerated filer , " " accelerated filer , " " smaller reporting company , " and " emerging growth company " in Rule 12b - 2 of the Exchange Act . Large accelerated filer Non - accelerated filer ☐ Accelerated filer Smaller reporting company Emerging growth company □ □ □ x If an emerging growth company , indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 ( a ) of the Exchange Act . ☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404 ( b ) of the Sarbanes - Oxley Act ( 15 U.S.C. 7262 ( b ) ) by the registered public accounting firm that prepared or issued its audit report . Act . ☐ Indicate by check mark whether the registrant is a shell company ( as defined in Rule 12b - 2 of the Exchange Act ) . Yes ☐ No ☑ Aggregate market value of Class A common stock held by non - affiliates of the registrant as of June 30 , 2020 was $ 313.4 million . The number of outstanding shares of the registrant's Class A common stock , par value $ 0.01 per share , and Class B common stock , par value $ 0.01 per share , as of February 28 , 2021 was 16,236,249 and 51,466,049 , respectively . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's proxy statement related to its 2021 Annual Stockholders ' Meeting to be filed within 120 days of the end of the fiscal year ended December 31 , 2020 , are incorporated by reference into Part III hereof . Except with respect to information specifically incorporated by reference in this Annual Report on Form 10 - K , the registrant's proxy statement is not deemed to be filed as part hereof .