STOCK TITAN

Victory Capital (NASDAQ: VCTR) exec exercises 16,390 stock awards

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. executive Mannik S. Dhillon, President Investment Franchise, reported the vesting and settlement of performance-based equity awards. On August 13, 2026, 16,390 shares of performance-based restricted stock were exercised into 16,390 shares of common stock, following Compensation Committee approval that the second stock price performance hurdle had been achieved. These awards were originally granted on March 15, 2026 under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. In connection with the vesting, 6,452 common shares were withheld at $118.17 per share to satisfy the reporting person’s tax obligation, and the reporting person now directly holds 32,781 performance-based restricted stock units after this settlement.

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Insider Dhillon Mannik S.
Role President Investment Franchise
Type Security Shares Price Value
Exercise Performance-based Restricted Stock F3, F4, F1, F5, F6 16,390 -- --
Exercise Common Stock F1 16,390 -- --
Tax Withholding Common Stock F2 6,452 $118.17 $762K
Holdings After Transaction: Performance-based Restricted Stock — 32,781 shares (Direct); Common Stock — 317,624 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-based restricted stock exercised 16,390 shares Performance-based restricted stock settled into common stock on August 13, 2026
Common stock acquired 16,390 shares Shares of VCTR common stock received upon settlement of performance-based restricted stock
Shares withheld for taxes 6,452 shares Common shares withheld to satisfy tax obligation on August 13, 2026
Tax withholding price $118.17 per share Based on the closing price of VCTR shares on August 13, 2026
Performance-based restricted stock held after transaction 32,781 shares Direct holdings of performance-based restricted stock after settlement event
Original grant date of Performance Shares March 15, 2026 Performance-based restricted stock granted under 2018 Equity Plan
Vesting performance hurdle Second stock price performance hurdle Compensation Committee approved achievement for vesting on August 13, 2026
performance-based restricted stock financial
"Each performance-based restricted stock represents a contingent right to receive one share"
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"
2018 Equity Plan financial
"pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan"
Payment of tax liability by delivering or withholding securities financial
"transaction_code_description":"Payment of tax liability by delivering or withholding securities"

FAQ

What equity award transactions did VCTR executive Mannik S. Dhillon report on August 13, 2026?

Dhillon reported settlement of 16,390 performance-based restricted stock awards into 16,390 VCTR common shares on August 13, 2026, following approval that a stock price performance hurdle was met under the company’s 2018 Equity Plan.

How many VCTR shares were withheld for taxes in Mannik S. Dhillon’s Form 4?

A total of 6,452 VCTR common shares were withheld to satisfy Dhillon’s tax obligation, based on the $118.17 closing price on August 13, 2026, in connection with the vesting of performance-based restricted stock.

What type of awards did Mannik S. Dhillon exercise into VCTR common stock?

Dhillon exercised performance-based restricted stock, where each unit represented a contingent right to receive one share of VCTR common stock, resulting in the acquisition of 16,390 common shares upon vesting approval.

When were the performance-based shares granted to VCTR executive Mannik S. Dhillon?

The performance-based shares were granted on March 15, 2026 under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan, with vesting tied to four significant stock price performance hurdles approved by the Compensation Committee.

How many performance-based restricted stock units does Mannik S. Dhillon hold after these VCTR transactions?

After the reported settlement, Dhillon holds 32,781 performance-based restricted stock units directly, as shown by the total shares following the derivative transaction for performance-based restricted stock in the Form 4 data.

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

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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*
Dhillon Mannik S.

(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)
President Investment Franchise
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 Stock08/13/2026M16,390A(1)324,076D
Common Stock08/13/2026F6,452D$118.17(2)317,624D
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)08/13/2026M16,390 (5) (6)Common Stock16,390(1)32,781D
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. Dhillon08/17/2026
** 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)