Victory Capital Holdings (VCTR) CFO granted 62,246 shares vesting 2027-2029

Rhea-AI Filing Summary

Policarpo Michael Dennis reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. reported that President, CFO & CAO Michael Dennis Policarpo received an equity grant of 62,246 shares of Common Stock, valued using a share price of $66.6700. Following this grant, he directly holds 1,194,267 shares.

According to the terms, these 62,246 shares vest in equal installments on March 15, 2027, March 15, 2028 and March 15, 2029, making this a multi‑year incentive award rather than an immediate cash transaction.

Insights

Equity compensation analyst

Executive receives time-vested stock grant as routine compensation.

President, CFO & CAO Michael Dennis Policarpo was granted 62,246 Victory Capital common shares at a reference price of $66.6700. This is classified as a grant or award, not an open-market purchase, and therefore carries weaker signaling value than discretionary buying.

The shares vest in equal portions on March 15, 2027, 2028 and 2029, aligning compensation with longer-term company performance. After the grant, he holds 1,194,267 shares directly, so the award increases an already substantial equity stake and appears to be a standard long-term incentive.

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
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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^*

Policarpo Michael Dennis

(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)
	President, CFO & CAO

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		A		62,246(1)	A	$66.67(2)	1,194,267	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. Subject to certain exceptions, the shares of Common Stock vest as to 62,246 aggregate shares in equal installments on each of March 15, 2027, 2028 and 2029.

2. The price is based on the closing price of the Company's shares on March 13, 2026.

	/s/ Nina Gupta, attorney-in-fact for Mr. Policarpo	03/16/2026
	** 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.

FAQ

What did Victory Capital (VCTR) disclose about Michael Policarpo in this Form 4?

Victory Capital reported that President, CFO & CAO Michael Dennis Policarpo received a grant of 62,246 shares of Common Stock. The award increases his direct holdings to 1,194,267 shares, reflecting additional equity-based compensation rather than a market purchase or sale.

Is the Victory Capital (VCTR) Form 4 transaction a stock purchase or compensation grant?

The Form 4 shows a grant or award acquisition, coded "A", not an open-market purchase. The 62,246 Victory Capital shares were granted as equity compensation, with the value based on a $66.6700 closing share price, making this a routine compensation-related transaction.

How do the 62,246 granted shares to Victory Capital’s CFO vest over time?

The 62,246 Victory Capital shares granted to Michael Policarpo vest over three years. Subject to certain exceptions, they vest in equal installments on March 15, 2027, March 15, 2028 and March 15, 2029, creating a long-term performance and retention incentive.

What reference price was used for Michael Policarpo’s Victory Capital stock grant?

The grant uses a reference price of $66.6700 per share, based on Victory Capital’s closing share price on March 13, 2026. This price is used to determine the grant’s reported value, but there is no open-market buying or selling in this transaction.

How large is Michael Policarpo’s Victory Capital (VCTR) equity stake after this grant?

After receiving the 62,246-share grant, Michael Policarpo directly holds 1,194,267 shares of Victory Capital common stock. This figure reflects his post-transaction holdings as reported, indicating a significant ongoing equity interest aligned with shareholders’ long-term outcomes.