Victory Capital (VCTR) CEO granted 101,994 shares vesting through 2029

Rhea-AI Filing Summary

Brown David Craig reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. Chairman and CEO David Craig Brown received an equity award of 101,994 shares of common stock. These shares vest in three equal installments on March 15, 2027, 2028 and 2029, rather than all at once. The award value reference uses the company’s March 13, 2026 closing share price of $66.67. Following this grant, Brown directly holds 2,263,365 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		A		101,994(1)	A	$66.67(2)	2,263,365	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 101,994 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. Brown	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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FAQ

What insider transaction did Victory Capital (VCTR) report for its CEO?

Victory Capital reported that Chairman and CEO David Craig Brown received an equity award of 101,994 shares of common stock. The grant is compensation-related, not an open-market purchase, and increases his direct ownership position in the company’s shares.

How large is David Craig Brown’s new share grant in Victory Capital (VCTR)?

David Craig Brown was granted 101,994 shares of Victory Capital common stock. This award adds to his existing holdings and is structured to vest over time, aligning part of his compensation with the company’s share performance across several future years.

What is the vesting schedule for the CEO’s 101,994-share award at Victory Capital (VCTR)?

The 101,994-share award vests in three equal installments on March 15, 2027, March 15, 2028 and March 15, 2029. This time-based vesting encourages longer-term alignment between the CEO’s compensation and the company’s continued performance and share price over multiple years.

Was the Victory Capital (VCTR) CEO’s 101,994-share transaction an open-market stock purchase?

No, the 101,994 shares were acquired through a grant classified as a grant, award, or other acquisition. The reference price of $66.67 per share is based on the March 13, 2026 closing price, but the transaction is not an open-market buy.

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

After the 101,994-share grant, Chairman and CEO David Craig Brown directly holds 2,263,365 shares of Victory Capital common stock. This figure reflects his direct ownership position immediately following the reported compensation-related equity award transaction.

How was the reference price determined for the CEO’s Victory Capital (VCTR) share grant?

The reference price for the 101,994-share award is $66.67 per share, based on Victory Capital’s closing share price on March 13, 2026. This price is used to value the grant, but the transaction itself is an equity award, not a market trade.