Victory Capital CEO vests 147K performance shares

Victory Capital Holdings, Inc. Chairman and CEO David Craig Brown reported the vesting of performance-based equity awards in the form of 147,529 shares of Common Stock on August 13, 2026.

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. Chairman and CEO David Craig Brown reported the vesting of performance-based equity awards in the form of 147,529 shares of Common Stock on August 13, 2026. These shares were acquired upon settlement of an equal number of performance-based restricted stock units, tied to stock price performance hurdles under the company’s 2018 Equity Plan. In connection with this vesting, 58,056 shares of Common Stock were withheld, based on a price of $118.17 per share, to satisfy his tax obligation. Following the transaction, he held 295,057 performance-based restricted shares directly, while no open derivative positions were reported in this filing.

Insider Trade Summary

147,529 shares exercised/converted

Exercise 3 txns

Insider Brown David Craig

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Performance-based Restricted Stock F3, F4, F1, F5, F6	147,529	--	--
Exercise	Common Stock F1	147,529	--	--
Tax Withholding	Common Stock F2	58,056	$118.17	$6.86M

Holdings After Transaction: Performance-based Restricted Stock — 295,057 contracts (Direct); Common Stock — 2,442,311 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.

Key Figures

Performance-based restricted stock settled: 147,529 shares Shares withheld for taxes: 58,056 shares Tax withholding price: $118.17 per share +1 more

4 metrics

Performance-based restricted stock settled 147,529 shares Performance-based restricted stock settled into Common Stock on August 13, 2026

Shares withheld for taxes 58,056 shares Common Stock withheld to satisfy tax obligation upon vesting on August 13, 2026

Tax withholding price $118.17 per share Closing price used to calculate tax withholding on August 13, 2026

Performance-based restricted shares held after transaction 295,057 shares Direct holdings of performance-based restricted stock following the reported transactions

Key Terms

performance-based restricted stock, Performance Shares, stock price performance hurdle, tax obligation

4 terms

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 hurdle financial

"with vesting tied to four significant stock price performance hurdles."

tax obligation financial

"withheld to satisfy the reporting person's tax obligation upon the vesting"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity award transaction did VCTR Chairman and CEO David Craig Brown report?

David Craig Brown reported the vesting and settlement of 147,529 performance-based restricted stock units into an equal number of Common Shares on August 13, 2026, following achievement of a stock price performance hurdle under Victory Capital’s 2018 Equity Plan.

How many Victory Capital (VCTR) shares were withheld for taxes in this Form 4?

A total of 58,056 shares of Victory Capital Common Stock were withheld to satisfy David Craig Brown’s tax obligation, based on the closing price of $118.17 per share on August 13, 2026, in connection with the vesting of performance-based restricted stock.

What price per share was used for the VCTR tax withholding in this filing?

The tax withholding related to David Craig Brown’s vested performance-based restricted stock used a share price of $118.17. This reflects the closing price of Victory Capital’s Common Stock on August 13, 2026, as disclosed in the footnotes to the Form 4.

How many performance-based restricted shares does David Craig Brown hold after these VCTR transactions?

After the reported transactions, David Craig Brown directly held 295,057 shares of performance-based restricted stock. This figure reflects the remaining award balance following the vesting and settlement of 147,529 Performance Shares into Common Stock.

What triggered the vesting of performance-based restricted stock for VCTR’s CEO?

The vesting occurred after the Compensation Committee approved achievement of the second stock price performance hurdle on August 13, 2026. These Performance Shares were originally granted on March 15, 2026 under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan.

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

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Accepted by SEC EDGAR 08/17/2026 - 05:04 PM EDT Learn about SEC filing dates

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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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^*

Brown David Craig

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/13/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/13/2026		M		147,529	A	(1)	2,500,367	D
Common Stock	08/13/2026		F		58,056	D	$118.17(2)	2,442,311	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
Performance-based Restricted Stock(3)	(4)	08/13/2026		M			147,529	(5)	(6)	Common Stock	147,529	(1)	295,057	D

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. Brown	08/17/2026
	** 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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* Form 4: SEC 1474 (03-26)