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  4. [Form 4] Victory Capital Holdings, Inc. Insider Trading Activity

Victory Capital (NASDAQ: VCTR) EVP withholds shares for taxes

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. executive vice president Thomas Michael Sipp reported the vesting and settlement of 40,982 shares of performance-based restricted stock into an equal number of shares of common stock on August 13, 2026, following Compensation Committee approval that a second stock price performance hurdle had been achieved.

These Performance Shares were originally granted on March 15, 2026 under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan, with vesting tied to four stock price performance hurdles. In connection with the vesting, 21,205 shares of common stock were withheld at $118.17 per share to satisfy the reporting person’s tax obligations, and the filing shows 81,962 performance-based restricted shares remaining directly owned after this settlement.

Positive

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Insider Sipp Thomas Michael
Role Executive Vice President
Type Security Shares Price Value
Exercise Performance-based Restricted Stock F3, F4, F1, F5, F6 40,982 -- --
Exercise Common Stock F1 40,982 -- --
Tax Withholding Common Stock F2 21,205 $118.17 $2.51M
Holdings After Transaction: Performance-based Restricted Stock — 81,962 shares (Direct); Common Stock — 140,405 shares (Direct)
Footnotes (6)
  1. F1. Acquisition of Common Stock upon settlement of performance-based restricted stock. Each performance-based restricted stock represents a right to receive one share of Common Stock.
  2. F2. Represents shares of Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of performance-based restricted stock based on the closing price of the Company's shares on August 13, 2026.
  3. F3. As disclosed on a Form 8-K filed on March 16, 2026, 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, 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.
  4. F4. Each performance-based restricted stock represents a contingent right to receive one share of Common Stock.
  5. F5. Performance Shares vested on August 13, 2026 following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the second stock price performance hurdle.
  6. F6. Not applicable.
Performance Shares vested and settled 40,982 shares Performance-based restricted stock settled into common stock on August 13, 2026
Shares withheld for taxes 21,205 shares Common stock withheld to satisfy tax obligation upon vesting
Withholding price $118.17 per share Closing price used to value shares withheld for tax liability on August 13, 2026
Performance Shares remaining 81,962 shares Performance-based restricted stock directly owned after the settlement transaction
Grant date of Performance Shares March 15, 2026 Original grant date of performance-based restricted stock award
Vesting hurdle achieved Second stock price performance hurdle Condition whose achievement led to vesting on August 13, 2026
performance-based restricted stock financial
"Acquisition of Common Stock upon settlement of performance-based restricted stock."
Shares granted to employees or executives that are held back and only become actual, tradable stock if the company meets predefined performance targets; until those goals are met the shares cannot be sold. Think of it like a bonus held in escrow that’s released only when specific results are achieved — investors watch these awards because they tie management pay to company outcomes, can dilute existing shareholders when released, and signal how confident or incentivized insiders are to meet growth or profitability goals.
Performance Shares financial
"performance-based shares of restricted stock (the "Performance Shares") were granted"
Performance shares are a type of company stock given to executives or employees that only become theirs if the company meets specific goals, like hitting certain profits or growth targets. They motivate leaders to work toward the company’s success, because their additional shares depend on achieving these results.
stock price performance hurdles financial
"with vesting tied to four significant stock price performance hurdles."
Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan financial
"granted ... pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan"
withheld to satisfy the reporting person's tax obligation financial
"Represents shares of Common Stock withheld to satisfy the reporting person's tax obligation"

FAQ

What did VCTR executive Thomas Michael Sipp report in this Form 4 filing?
Thomas Michael Sipp reported the vesting and settlement of 40,982 Performance Shares into common stock on August 13, 2026, with part of the resulting shares withheld to cover tax obligations.

How many Victory Capital (VCTR) Performance Shares vested for Thomas Michael Sipp?
A total of 40,982 performance-based restricted shares vested and were settled into the same number of Victory Capital common shares, following approval of achieving the second stock price performance hurdle.

How many VCTR shares were withheld for taxes in this Form 4?
The company withheld 21,205 shares of Victory Capital common stock at $118.17 per share to satisfy Thomas Michael Sipp’s tax obligation arising from the vesting of performance-based restricted stock.

What performance conditions applied to Thomas Michael Sipp’s Victory Capital Performance Shares?
The Performance Shares were granted March 15, 2026 under the 2018 Equity Plan, with vesting tied to four significant stock price performance hurdles; the August 13, 2026 vesting followed achievement of the second hurdle.

How many performance-based restricted Victory Capital shares does Thomas Michael Sipp hold after this transaction?
After the August 13, 2026 settlement, Thomas Michael Sipp directly holds 81,962 shares of performance-based restricted stock, representing remaining unvested or unsettled Performance Shares under the award.

Was the VCTR Form 4 transaction under a Rule 10b5-1 trading plan?
The filing’s Rule 10b5-1 checkbox is not marked as affirming a trading plan, and the footnotes describe time-based and performance-based vesting rather than sales under a pre-arranged trading program.

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

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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
Executive Vice President
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock08/13/2026M40,982A(1)161,610D
Common Stock08/13/2026F21,205D$118.17(2)140,405D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Performance-based Restricted Stock(3)(4)08/13/2026M40,982 (5) (6)Common Stock40,982(1)81,962D
Explanation of Responses:
1. Acquisition of Common Stock upon settlement of performance-based restricted stock. Each performance-based restricted stock represents a right to receive one share of Common Stock.
2. Represents shares of Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of performance-based restricted stock based on the closing price of the Company's shares on August 13, 2026.
3. As disclosed on a Form 8-K filed on March 16, 2026, 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, 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.
4. Each performance-based restricted stock represents a contingent right to receive one share of Common Stock.
5. Performance Shares vested on August 13, 2026 following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the second stock price performance hurdle.
6. Not applicable.
/s/ Nina Gupta, attorney-in-fact for Mr. Sipp08/17/2026
** Signature of Reporting PersonDate
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)

Source: View Original Filing on SEC EDGAR