Victory Capital (VCTR) president granted 16,499-share equity award with vesting

Rhea-AI Filing Summary

Dhillon Mannik S. reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. reported that President, Investment Franchise Mannik S. Dhillon received an equity award of 16,499 shares of Common Stock as compensation. These shares vest in three equal installments on March 15 of 2027, 2028 and 2029, aligning the award with multi‑year performance and retention. Following this grant, Dhillon directly holds 297,748 shares of Victory Capital common stock, reflecting his continuing equity stake in the company. The award was valued using the closing share price of $66.67 on March 13, 2026, which sets the accounting basis for this compensation grant rather than indicating an open-market purchase.

Insights

Equity compensation analyst

Routine multi-year equity grant that modestly increases insider alignment.

Victory Capital granted President, Investment Franchise Mannik S. Dhillon 16,499 shares of Common Stock as a compensation award, priced using the $66.67 closing price on March 13, 2026. This is a non-market transaction, classified as a grant/award.

The award vests in three equal tranches on March 15, 2027, 2028 and 2029, encouraging retention and focus on longer-term company performance. After the grant, Dhillon directly owns 297,748 shares, indicating a meaningful ongoing equity position tied to Victory Capital’s results.

As a standard executive equity grant with no associated sales or derivative exercises in this filing, the event is structurally neutral from a short-term trading perspective while incrementally reinforcing management’s ownership stake over the 2027–2029 vesting period.

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

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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^*

Dhillon Mannik S.

(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 Investment Franchise

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		16,499(1)	A	$66.67(2)	297,748	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 16,499 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. Dhillon	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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.
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FAQ

What did Victory Capital (VCTR) disclose about Mannik S. Dhillon in this Form 4?

Victory Capital reported that President, Investment Franchise Mannik S. Dhillon received an award of 16,499 shares of Common Stock. The shares are a compensation grant, not an open-market purchase, and increase his directly held Victory Capital equity position.

How many Victory Capital (VCTR) shares were granted to Mannik S. Dhillon and at what value?

Dhillon was granted 16,499 shares of Victory Capital Common Stock. The grant’s value is based on the company’s closing share price of $66.67 on March 13, 2026, which serves as the accounting reference price for this equity compensation award.

What is the vesting schedule for Mannik S. Dhillon’s Victory Capital (VCTR) stock award?

The 16,499-share award vests in three equal installments on March 15 of 2027, 2028 and 2029. This staggered vesting structure is designed to promote executive retention and align Dhillon’s incentives with Victory Capital’s multi-year performance.

Is Mannik S. Dhillon’s Form 4 transaction in Victory Capital (VCTR) a stock purchase or a grant?

The Form 4 shows a stock grant, coded as a grant, award, or other acquisition, rather than an open-market purchase. Dhillon received 16,499 shares of Common Stock as part of his compensation package, with no concurrent sale transactions reported.

How many Victory Capital (VCTR) shares does Mannik S. Dhillon own after this grant?

After the reported grant, Mannik S. Dhillon directly owns 297,748 shares of Victory Capital Common Stock. This total reflects his equity position following the 16,499-share compensation award and indicates a substantial ongoing ownership stake in the company.

Does the Victory Capital (VCTR) Form 4 show any stock sales by Mannik S. Dhillon?

The Form 4 does not report any stock sales by Dhillon. It records only an acquisition of 16,499 Common Stock shares via an equity grant, with no dispositions, tax withholdings, gifts, or derivative exercises disclosed in this particular filing.