Victory Capital EVP Sipp Has Shares Withheld for Taxes

Victory Capital Holdings, Inc. Executive Vice President Thomas Michael Sipp had 5,625 shares of common stock withheld by the company on June 15, 2026 to cover withholding taxes on restricted shares granted on June 15, 2025.

Accepted by SEC EDGAR 07/14/2026 - 05:09 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. Executive Vice President Thomas Michael Sipp had 5,625 shares of common stock withheld by the company on June 15, 2026 to cover withholding taxes on restricted shares granted on June 15, 2025. The shares were settled at $85.97 per share, leaving him with 97,823 shares held directly. This was an issuer tax-withholding disposition rather than an open-market trade.

Insider Trade Summary

Disposition: 5,625 shares

Disposition 1 txn

Insider Sipp Thomas Michael

Role Executive Vice President

Type	Security	Shares	Price	Value
Disposition	Common Stock F1	5,625	$85.97	$484K

Holdings After Transaction: Common Stock — 97,823 shares (Direct)

Footnotes (1)

1. F1. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Sipp on June 15, 2025. Such restricted shares vested on June 15, 2026. The net settlement price was the closing stock price on June 15, 2026.

Key Figures

Shares withheld: 5,625 shares Net settlement price: $85.97 per share Shares owned after transaction: 97,823 shares +2 more

5 metrics

Shares withheld 5,625 shares Shares of common stock withheld to satisfy withholding taxes

Net settlement price $85.97 per share Closing stock price on June 15, 2026 used for tax withholding

Shares owned after transaction 97,823 shares Directly held Victory Capital common shares following tax withholding

Restricted share grant date June 15, 2025 Date restricted shares were granted to Thomas Michael Sipp

Restricted share vesting date June 15, 2026 Date restricted shares vested, triggering tax withholding

Key Terms

withholding taxes, restricted shares, net settlement price, Disposition to issuer

4 terms

withholding taxes financial

"Represents shares withheld by VCTR to satisfy withholding taxes due in connection"

Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.

restricted shares financial

"withholding taxes due in connection with the vesting of certain restricted shares"

Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.

net settlement price financial

"The net settlement price was the closing stock price on June 15, 2026"

Disposition to issuer financial

"transaction_code_description": "Disposition to issuer""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did VCTR executive Thomas Michael Sipp report?

Thomas Michael Sipp reported an issuer disposition where 5,625 Victory Capital (VCTR) shares were withheld by the company. The shares covered withholding taxes due upon vesting of previously granted restricted stock, making this a compensation-related, non-open-market event.

How many Victory Capital (VCTR) shares were withheld and at what price?

The transaction involved 5,625 shares of Victory Capital common stock withheld at a net settlement price of $85.97 per share. That price matched the June 15, 2026 closing stock price, as specified in the disclosure’s footnote.

How many VCTR shares does Thomas Michael Sipp own after this transaction?

After the tax-withholding disposition, Thomas Michael Sipp holds 97,823 Victory Capital (VCTR) shares directly. This figure reflects his remaining ownership following the withholding of 5,625 shares to satisfy tax obligations on vested restricted shares.

Why were Victory Capital (VCTR) shares returned to the issuer in this Form 4?

The 5,625 shares were returned to Victory Capital to satisfy withholding taxes owed when certain restricted shares vested. Those restricted shares were originally granted on June 15, 2025 and vested on June 15, 2026, triggering the tax obligation.

Was this VCTR insider transaction an open-market sale of shares?

No. The report describes an issuer disposition for tax withholding, not an open-market sale. Shares were withheld by Victory Capital to cover taxes on vested restricted stock, so no discretionary buying or selling in the market occurred.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Sipp Thomas Michael

(Last) (First) (Middle)

15935 LA CANTERA PARKWAY

(Street)

SAN ANTONIO TEXAS 78256

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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

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

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

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	06/15/2026		D		5,625(1)	A	$85.97(1)	97,823	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. Sipp on June 15, 2025. Such restricted shares vested on June 15, 2026. The net settlement price was the closing stock price on June 15, 2026.

	/s/ Nina Gupta, attorney-in-fact for Mr. Sipp	07/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)