Victory Capital (VCTR) EVP awarded 163,926 performance-based restricted shares

Rhea-AI Filing Summary

Sipp Thomas Michael reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. Executive Vice President Thomas Michael Sipp received a grant of 163,926 shares of performance-based restricted stock. Each performance share represents a contingent right to one share of common stock, with vesting tied to ambitious stock price hurdles over a multi-year period.

The award can vest in four 25% tranches if stock price hurdles of $100.01, $110.01, $120.01 and $133.34 are achieved at any time between March 15, 2026 and March 15, 2033, based on five consecutive trading days. Any earned shares settle within ten business days after Compensation Committee approval, subject to his continued employment through the date each hurdle is achieved.

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^*

Sipp Thomas Michael

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

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

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
Performance-based Restricted Stock	(1)	03/13/2026		A(2)		163,926		(3)	(3)	Common Stock	163,926	$0	163,926	D

Explanation of Responses:

1. As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock.

2. The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.

3. If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

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

What did Victory Capital (VCTR) disclose in this Form 4 for Thomas Michael Sipp?

Victory Capital reported that Executive Vice President Thomas Michael Sipp received 163,926 performance-based restricted shares. Each performance share is a contingent right to one common share, with vesting linked to future stock price performance over a defined multi-year measurement period.

How many performance-based shares did Victory Capital EVP Thomas Michael Sipp receive?

Thomas Michael Sipp received 163,926 performance-based restricted shares. These shares are not fully owned yet; they only become eligible to vest if specific stock price hurdles are met during the performance measurement period and other conditions, including continued employment, are satisfied.

What stock price hurdles apply to the Victory Capital performance-based shares granted to Sipp?

The performance shares vest in four 25% tranches tied to stock price hurdles of $100.01, $110.01, $120.01 and $133.34. Each hurdle requires the average closing price to meet or exceed that level for five consecutive trading days during the performance period.

Over what period can Victory Capital’s performance-based stock award to Sipp vest?

The performance shares can become eligible to vest at any time between March 15, 2026 and March 15, 2033. During this performance measurement period, meeting the specified stock price hurdles and satisfying continued employment conditions determine whether and when tranches can vest.

When are Victory Capital performance shares settled after the stock price hurdles are achieved?

If the performance shares become eligible to vest, they settle within ten business days after the Compensation Committee approves achievement of the stock price hurdles. Settlement also depends on Thomas Michael Sipp remaining employed through the date the relevant stock price hurdle is achieved.

Under which plan were the Victory Capital performance-based shares granted to Thomas Michael Sipp?

The performance-based restricted shares were granted under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. This plan authorizes equity awards like performance shares, with vesting tied here to significant stock price performance hurdles over the specified measurement period.