SIXTH AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

Execution Version

dated as of September 23, 2025, among

VICTORY CAPITAL HOLDINGS, INC.,

as the Borrower,

the other Loan Parties party hereto, the Lenders party hereto,

and

BANK OF AMERICA, N.A.,

as Administrative Agent

BOFA SECURITIES, INC., RBC CAPITAL MARKETS1,

KEYBANC CAPITAL MARKETS INC., BMO CAPITAL MARKETS CORP., JPMORGAN CHASE BANK, N.A.,

▇▇▇▇▇▇ ▇▇▇▇▇▇▇ SENIOR FUNDING, INC.

and CITIZENS BANK, N.A.,

as Joint Term Lead Arrangers and Joint Term Bookrunners and

BOFA SECURITIES, INC., RBC CAPITAL MARKETS

and

KEYBANC CAPITAL MARKETS INC.,

as Joint Revolving Lead Arrangers and Joint Revolving Bookrunners

1 RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

SIXTH AMENDMENT TO CREDIT AGREEMENT

This SIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of September 23, 2025 (this “Amendment”), among VICTORY CAPITAL HOLDINGS, INC., a Delaware corporation (the “Borrower”), the other Loan Parties (as defined in the Credit Agreement referred to below) party hereto, the Lenders party hereto and BANK OF AMERICA, N.A., as administrative agent under the Credit Agreement (as defined below) (the “Administrative Agent”) (as successor to Royal Bank of Canada).

RECITALS:

WHEREAS, reference is made to the Credit Agreement, dated as of July 1, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified prior to the date hereof, the “Existing Credit Agreement” and as may be further amended, restated, amended and restated, supplemented or otherwise modified from time to time, including by this Amendment, the “Credit Agreement”), among the Borrower, the lenders or other financial institutions or entities from time to time party thereto and the Administrative Agent (capitalized terms used but not defined herein having the meaning provided in the Credit Agreement), pursuant to which the Lenders provided the Borrower with (i) Tranche B-2 Term Loans in an aggregate initial principal amount of $755,738,911.65 (the “Tranche B-2 Term Loans”), (ii) 2021 Incremental Term Loans in an aggregate initial principal amount of $505,000,000 (the “2021 Incremental Term Loans”) and (iii) 2024 Replacement Revolving Credit Commitments in an aggregate initial principal amount of $100,000,000;

WHEREAS, this Amendment constitutes a Refinancing Amendment, and the Borrower is hereby notifying the Administrative Agent that it seeking to incur Replacement Term Loans and establish a Replacement Revolving Facility, in each case, pursuant to Section 9.02(c) of the Existing Credit Agreement;

WHEREAS, in furtherance thereof, the Borrower requests (i) Replacement Term Loans in an aggregate principal amount of $985,000,000 (the “Tranche B-3 Term Loans”; the commitments in respect of such Tranche B-3 Term Loans, the “Tranche B-3 Term Commitments”; and the Participating Lenders with Tranche B-3 Term Commitments and any permitted assignees thereof, the “Tranche B-3 Term Loan Lenders”), which will be available on the Sixth Amendment Effective Date (as defined below) to refinance all Tranche B-2 Term Loans and 2021 Incremental Term Loans outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Term Loans”) and which Tranche B-3 Term Loans shall constitute Replacement Term Loans and Term Loans (as applicable) for all purposes of the Credit Agreement and the other Loan Documents, and (ii) a Replacement Revolving Facility in an aggregate principal amount of $100,000,000 (the “2025 Replacement Revolving Credit Commitments”), which will be available on the Sixth Amendment Effective Date to refinance all 2024 Replacement Revolving Credit Commitments outstanding under the Existing Credit Agreement immediately prior to the effectiveness of this Amendment (the “Existing Revolving Credit Commitments”) and which 2025 Replacement Revolving Credit Commitments shall constitute a Replacement Revolving Facility and Revolving Credit Commitments (as applicable) for all purposes of the Credit Agreement and the other Loan Documents;

WHEREAS, each Person that executes and delivers this Amendment in the capacity of a 2025 Replacement Revolving Lender (each, a “Replacement Revolving Lender”) will, by the fact of such execution and delivery, be deemed (A) to have consented to the terms of this Amendment (including, without limitation, the amendments set forth in Exhibit A hereto) and (B) to have committed to make available 2025 Replacement Revolving Credit Commitments to the Borrower, on the Sixth Amendment

Effective Date, in each case in an amount equal the amount set forth opposite such Replacement Revolving Lender on Schedule 1.01(a) hereto; and

WHEREAS, contemporaneously with the effectiveness of the Tranche B-3 Term Commitments and the 2025 Replacement Revolving Credit Commitments, the Borrower wishes to (i) make certain amendments to the Existing Credit Agreement to provide for the incurrence of the Tranche B-3 Term Loans and the establishment of the 2025 Replacement Revolving Credit Commitments, (ii) replace Royal Bank of Canada with Bank of America, N.A. as the Administrative Agent and (iii) make certain other modifications to the Existing Credit Agreement set forth in Exhibit A hereto.

NOW, THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Existing Credit Agreement Amendments. Effective as of the Sixth Amendment Effective Date, the Existing Credit Agreement is hereby amended to:

(a)

delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto; and

(b)

amend and restate the schedules of the Credit Agreement as set forth in Exhibit B hereto.

Tranche B-3 Term Loans. Subject to the terms and conditions set forth herein, each Tranche B- 3 Term Loan Lender severally agrees to make Tranche B-3 Term Loans to the Borrower in a single borrowing in Dollars on the Sixth Amendment Effective Date. The Tranche B-3 Term Loans shall be subject to the following terms and conditions:

(a)

Terms Generally. Other than as set forth herein, for all purposes under the Credit Agreement and the other Loan Documents, the Tranche B-3 Term Loans shall have the same terms as the Tranche B-2 Term Loans under the Existing Credit Agreement and shall be treated for purposes of voluntary and mandatory prepayments (including for scheduled principal payments) and all other terms as Tranche B-2 Term Loans under the Existing Credit Agreement.

(b)

Proposed Borrowing. Notwithstanding any other provisions of the Credit Agreement or any other Loan Document to the contrary, solely for purposes of the Tranche B-3 Term Loans to be borrowed by the Borrower on the Sixth Amendment Effective Date, this Amendment shall constitute a Borrowing Request by the Borrower to borrow the Tranche B-3 Term Loans from the Tranche B-3 Term Loan Lenders with an initial Interest Period under the Credit Agreement of one month but ending on September 30, 2025.

(c)

Tranche B-3 Term Loan Lenders. Each Tranche B-3 Term Loan Lender (i) confirms that it has received a copy of the Existing Credit Agreement and the other Loan Documents and the exhibits and schedules thereto, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment and the Credit Agreement; (ii) agrees that it will, independently and without reliance upon BofA Securities, Inc., RBC Capital Markets, Keybanc Capital Markets Inc., BMO Capital Markets Corp., JPMorgan Chase Bank, N.A., ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc. and Citizens Bank, N.A. in their capacities as lead arrangers hereunder (in such capacity, the

“Lead Arrangers”), the Administrative Agent, or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; (iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement and the other Loan Documents as are delegated to the Administrative Agent by the terms thereof, together with such powers as are reasonably incidental thereto; and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Credit Agreement are required to be performed by it as a Lender, as the case may be. Each Tranche B-3 Term Loan Lender acknowledges and agrees that it shall become a “Tranche B-3 Term Loan Lender”, a “Term Lender” and a “Lender” under, and for all purposes of, the Credit Agreement and the other Loan Documents, and shall be subject to and bound by the terms thereof, and shall have all rights of a “Tranche B-3 Term Loan Lender”, a “Term Lender” and a “Lender” thereunder.

(d)

Credit Agreement Governs. Except as set forth in this Amendment, the Tranche B-3 Term Loans shall otherwise be subject to the provisions of the Credit Agreement and the other Loan Documents.

2025 Replacement Revolving Credit Commitments.

(a)

On the terms and conditions set forth herein and subject to the satisfaction of the conditions set forth in Section 5 hereof, each Replacement Revolving Lender agrees to provide, on the Sixth Amendment Effective Date, 2025 Replacement Revolving Credit Commitments equal to the amount specified opposite such Replacement Revolving Lender on Schedule 1.01(a) of Exhibit B hereto, and each Replacement Revolving Lender shall be a “Revolving Lender” and a “Lender” under the Credit Agreement as of the date hereof. On the Sixth Amendment Effective Date, the 2025 Replacement Revolving Credit Commitments shall replace the 2024 Replacement Revolving Credit Commitments under the Existing Credit Agreement in full, and the 2024 Replacement Revolving Credit Commitments shall be terminated. The commitments of the Replacement Revolving Lenders are several and not joint, and no Replacement Revolving Lender will be responsible for any other Replacement Revolving Lender’s failure to make 2025 Replacement Revolving Credit Commitments available to the Borrower on the Sixth Amendment Effective Date; and

(b)

The Replacement Revolving Lenders hereby waive any provisions of the Existing Credit Agreement requiring advance notice of the termination of the Existing Revolving Credit Commitments (and any related prepayment of Revolving Loans) contemplated hereunder.

Effective Date Conditions. This Amendment will become effective on the date (the “Sixth Amendment Effective Date”), on which each of the following conditions have been satisfied (or waived by the Lead Arranger) in accordance with the terms therein:

(a)

the Administrative Agent (or its counsel) shall have received from each of the Borrower, the other Loan Parties party hereto, the Tranche B-3 Term Loan Lenders and the Replacement Revolving Lenders, either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic transmission of a signed counterpart of this Amendment) that such party has signed a counterpart to this Amendment.

(b)

the Administrative Agent shall have received a certificate of each Loan Party dated as of the Sixth Amendment Effective Date signed by a Responsible Officer of such Loan Party

(i) (A) certifying and attaching the resolutions or similar consents adopted by such Loan Party approving or consenting to this Amendment, the incurrence of the Tranche B-3 Term Loans and the establishment of the 2025 Replacement Revolving Credit Commitments, (B) certifying that the certificate or articles of organization or formation and by-laws or operating (or limited liability company) agreement of such Loan Party either (x) have not been amended since the Closing Date or (y) are attached as an exhibit to such certificate, and (C) certifying as to the incumbency and specimen signature of each officer executing this Amendment and any related documents on behalf of such Loan Party and (ii) certifying as to the matters set forth in clauses (d) and (e) below;

(c)

(i) the Lead Arrangers shall have received all fees and other amounts previously agreed to in writing by the Lead Arrangers and the Borrower to be due on or prior to the Sixth Amendment Effective Date, including, to the extent invoiced at least three Business Days prior to the Sixth Amendment Effective Date (or such later date as is reasonably agreed by the Borrower), including legal fees and expenses and the fees and expenses of any other advisors in accordance with the terms of the Credit Agreement and (ii) all accrued interest and fees in respect of the Existing Term Loans outstanding immediately prior to effectiveness of this Amendment shall have been paid;

(d)

the representations and warranties in Section 6 of this Amendment shall be true and correct in all material respects as of the Sixth Amendment Effective Date; provided that, to the extent such representations and warranties specifically refer to an earlier date, they are true and correct in all material respects as of such earlier date; provided, further, that any such representations or warranties that are qualified by materiality, Material Adverse Effect, or similar construct, shall be true and correct in all respects;

(e)

no Default or Event of Default shall exist on the Sixth Amendment Effective Date before or after giving effect to the effectiveness of this Amendment;

(f)

the Administrative Agent shall have received a solvency certificate executed by the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower;

(g)

the Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the Participating Lenders and to the Replacement Revolving Lenders and dated the Sixth Amendment Effective Date) of (i) ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, in its capacity as special counsel for certain of the Loan Parties and (ii) ▇▇▇▇▇▇▇▇ Pepper ▇▇▇▇▇ LLP, in its capacity as special North Carolina counsel for certain of the Loan Parties, in each case, in form and substance reasonably satisfactory to the Administrative Agent and the Lead Arrangers;

(h)

(x) all Swingline Loans (and any accrued and unpaid interest or fees thereon or with respect to the Swingline Loan Commitments), if any, shall have been repaid to the Royal Bank of Canada (or its designee) in full and (y) all 2024 Replacement Revolving Loans (and any accrued and unpaid interest or fees thereon or with respect to the 2024 Replacement Revolving Credit Commitments), if any, shall have been repaid to the Royal Bank of Canada (or its designee) in full; and

(i)

the Administrative Agent shall have received (on behalf of the Lenders) all documentation at least three Business Days prior to the Sixth Amendment Effective Date and other information about the Loan Parties that shall have been reasonably requested in writing at least ten Business Days prior to the Sixth Amendment Effective Date and the Administrative Agent has reasonably determined is required by United States regulatory

authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation Title III of the USA Patriot Act.

Representations and Warranties. By its execution of this Amendment, each Loan Party hereby represents and warrants that:

(a)

such Loan Party has all requisite organizational power and authority to make, deliver and perform its obligations under this Amendment and has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Amendment;

(b)

such Loan Party has duly executed and delivered this Amendment and this Amendment constitutes the legal, valid and binding obligation of such Loan Party enforceable in accordance with its terms, subject to the Legal Reservations;

(c)

no consent or approval of, registration or filing with, or any other action by, any Governmental Authority is required in connection with the execution, delivery, performance, validity or enforceability of this Amendment, except consents, authorizations, filings and notices the failure to obtain which would not reasonably be expected to have a Material Adverse Effect;

(d)

the execution, delivery and performance of this Amendment by the Loan Parties hereto will not (i) violate the Organizational Documents of the Loan Parties, (ii) except as would not reasonably be expected to have a Material Adverse Effect, violate any Requirements of Law applicable to such Loan Party, and (iii) violate or result in a default under any material Contractual Obligation to which such Loan Party is a party or is otherwise bound which violation, in the case of this clause (iii), would reasonably be expected to result in a Material Adverse Effect; and

(e)

both immediately before and after giving effect to the Sixth Amendment Effective Date, the incurrence of the Tranche B-3 Term Loans and the establishment of the 2025 Replacement Revolving Credit Commitments, (i) the representations and warranties of the Loan Parties set forth in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects (or, in the case of any such representation and warranty that is qualified by “material”, “material adverse effect” or a similar term, in all respects), in each case, on and as of the Sixth Amendment Effective Date with the same effect as though such representations and warranties had been made on and as of the Sixth Amendment Effective Date, except to the extent that such representations and warranties relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (or, in the case of any such representation and warranty that is qualified by “material”, “material adverse effect” or a similar term, in all respects) as of such earlier date and (ii) no Default or Event of Default shall have occurred and be continuing on the Sixth Amendment Effective Date or would result from the consummation of this Amendment and the transactions contemplated hereby.

Use of Proceeds. The proceeds of the Tranche B-3 Term Loans shall be applied to prepay in full the aggregate principal amount of the Existing Term Loans outstanding on the Sixth Amendment Effective Date in accordance with the terms hereof.

Reaffirmation of the Loan Parties; Reference to and Effect on the Credit Agreement and the other Loan Documents.

(a)

Each Loan Party hereby consents to the amendment of the Credit Agreement effected hereby and confirms and agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document to which such Loan Party is a party is, and the obligations of such Loan Party contained in the Credit Agreement, this Amendment or in any other Loan

Document to which it is a party are, and shall continue to be, in full force and effect and are hereby ratified and confirmed in all respects, in each case as amended by this Amendment. For greater certainty and without limiting the foregoing, each Loan Party hereby confirms that the existing security interests and/or guarantees granted by such Loan Party in favor of the Secured Parties pursuant to the Loan Documents in the Collateral described therein shall continue to secure the obligations of the Loan Parties under the Credit Agreement and the other Loan Documents as and to the extent provided in the Loan Documents. Except as specifically amended by this Amendment, the Credit Agreement and the other Loan Documents shall remain in full force.

(b)

Except to the extent expressly set forth in this Amendment, the execution, delivery and performance of this Amendment shall not constitute a waiver of any provision of, or operate as a waiver of any right, power or remedy of any Agent or Lender under, the Credit Agreement or any of the other Loan Documents.

(c)

On and after the Sixth Amendment Effective Date, each reference in the Credit Agreement to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to the “Credit Agreement”, “thereunder”, “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement as amended by this Amendment.

Waiver of Administrative Agent Resignation Notice. Each Lender party hereto hereby waives the 10 day written notice requirement under Article 8 of the Existing Credit Agreement with respect to the resignation of Royal Bank of Canada as Administrative Agent thereunder.

10.

Amendment, Modification and Waiver. This Amendment may not be amended, modified or waived except as permitted by Section 9.02 of the Credit Agreement.

11.

Integration. This Amendment, the other Loan Documents and any separate letter agreements with respect to fees payable to the Lead Arrangers and/or the Administrative Agent, as applicable, or the syndication of the Tranche B-3 Term Loans, the commitments related thereto or the 2025 Replacement Revolving Credit Commitments constitute the entire agreement among the parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. This Amendment shall not constitute a novation of any amount owing under the Credit Agreement and all amounts owing in respect of principal, interest, fees and other amounts pursuant to the Credit Agreement and the other Loan Documents shall, to the extent not paid on or prior to the Sixth Amendment Effective Date, continue to be owing under the Credit Agreement or such other Loan Documents until paid in accordance therewith.

12.

GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT, WHETHER IN TORT, CONTRACT (AT LAW OR IN EQUITY) OR OTHERWISE, SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES THAT WOULD RESULT IN THE APPLICATION OF ANY LAW OTHER THAN THE LAW OF THE STATE OF NEW YORK. SECTIONS 9.10(b) THROUGH (d) OF THE CREDIT AGREEMENT ARE HEREBY INCORPORATED BY REFERENCE INTO THIS AMENDMENT AS IF SUCH PROVISION WERE SET FORTH IN FULL HEREIN MUTATIS MUTANDIS AND SHALL APPLY HERETO.

13.

Severability. Any provision of this Amendment that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

14.

Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page to this Amendment by facsimile or by email as a “.pdf” or “.tif” attachment shall be effective as delivery of a manually executed counterpart of this Amendment.

15.

WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE REQUIREMENTS OF LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY SUIT, ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY) DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (a) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

16.

Loan Document. On and after the Sixth Amendment Effective Date, this Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

[Signature Pages Follow]

Docusign Envelope ID: A9C520CD-4826-49B2-934B-63DA149F2B30

IN WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date first set forth above.

VICTORY CAPITAL HOLDINGS, INC.,

a Delaware corporation