Victory Capital (VCTR) CEO settles tax bill with 50,457 withheld shares

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. Chairman and CEO David Craig Brown reported a routine tax-related share withholding. On March 15, 2026, 50,457 shares of common stock were withheld at $66.67 per share to cover taxes on previously granted restricted shares that vested. After this non-market disposition, Brown directly holds 2,161,371 shares of Victory Capital common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Brown David Craig

(Last) (First) (Middle)

15935 LA CANTERA PARKWAY

(Street)

SAN ANTONIO TX 78256

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/15/2026		F		50,457(1)	D	$66.67(1)	2,161,371	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown on March 15, 2023, 2024 and 2025. Such restricted shares vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.

	/s/ Nina Gupta, attorney-in-fact for Mr. Brown	03/16/2026
	** Signature of Reporting Person	Date
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FAQ

What did Victory Capital (VCTR) CEO David Craig Brown report in this Form 4?

He reported a tax-related share withholding, where 50,457 Victory Capital shares were surrendered at $66.67 each to cover taxes on vested restricted stock, a routine non-market disposition rather than an open-market sale.

How many Victory Capital (VCTR) shares were withheld for taxes from the CEO?

A total of 50,457 Victory Capital common shares were withheld at $66.67 per share to satisfy withholding taxes tied to the vesting of restricted shares that were originally granted in 2023, 2024, and 2025.

Does the Victory Capital (VCTR) Form 4 show an open-market sale by the CEO?

No, the filing shows a tax-withholding disposition coded “F,” meaning shares were delivered to the company to cover tax obligations on vesting restricted stock, not sold on the open market to independent buyers.

How many Victory Capital (VCTR) shares does the CEO hold after this transaction?

Following the tax-withholding event, Chairman and CEO David Craig Brown directly owns 2,161,371 shares of Victory Capital common stock, according to the post-transaction holding figure reported in the Form 4 filing.

What triggered the tax withholding reported in Victory Capital (VCTR) CEO’s Form 4?

The withholding was triggered by the vesting of restricted shares granted in 2023, 2024, and 2025, which vested on March 15, 2026, requiring taxes to be settled using 50,457 shares valued at the March 13, 2026 closing price.