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Victory Capital (NASDAQ: VCTR) exec’s 73,763-share award triggers tax withholding

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

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. executive Michael Dennis Policarpo reported the vesting and settlement of 73,763 Performance Shares on August 13, 2026, converting into an equal number of common shares. Of these, 33,453 shares were withheld at $118.17 per share to satisfy tax obligations, with the remainder retained as directly owned common stock. Following this settlement, he continued to hold 147,524 performance-based restricted shares subject to future stock price performance hurdles.

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Insider Policarpo Michael Dennis
Role President, CFO & CAO
Type Security Shares Price Value
Exercise Performance-based Restricted Stock F3, F4, F1, F5, F6 73,763 -- --
Exercise Common Stock F1 73,763 -- --
Tax Withholding Common Stock F2 33,453 $118.17 $3.95M
Holdings After Transaction: Performance-based Restricted Stock — 147,524 shares (Direct); Common Stock — 1,274,887 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 settled 73,763 shares Performance-based restricted stock settled into common stock on August 13, 2026
Shares withheld for taxes 33,453 shares Common shares withheld to satisfy tax obligation on August 13, 2026
Withholding price $118.17 per share Closing price used to calculate shares withheld for tax obligations
Remaining performance-based restricted stock 147,524 shares Performance-based restricted shares held directly after the derivative transaction
Derivative exercise shares 73,763 shares Shares underlying performance-based restricted stock converted into common stock
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.
Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan financial
"granted to the Reporting Person ... pursuant to the, Amended and Restated Victory"
stock price performance hurdles financial
"with vesting tied to four significant stock price performance hurdles."

FAQ

What transactions did VCTR executive Michael Dennis Policarpo report on August 13, 2026?
Michael Dennis Policarpo reported the vesting and settlement of 73,763 performance-based restricted shares, which converted into the same number of Victory Capital (VCTR) common shares. Part of these shares was withheld to cover tax obligations tied to this vesting event.

How many VCTR shares were withheld to cover taxes for Michael Dennis Policarpo?
A total of 33,453 VCTR common shares were withheld to satisfy Michael Dennis Policarpo’s tax obligation. The withholding price was based on the $118.17 closing share price on August 13, 2026, as stated in the transaction footnotes.

What was the price used to calculate tax withholding on Michael Dennis Policarpo’s VCTR shares?
The tax withholding on Michael Dennis Policarpo’s VCTR shares used the $118.17 per share closing price on August 13, 2026. This price determined how many common shares were withheld to cover his tax liability on the vested performance-based restricted stock.

How many performance-based restricted VCTR shares does Michael Dennis Policarpo still hold after these transactions?
After the August 13, 2026 settlement, Michael Dennis Policarpo held 147,524 shares of performance-based restricted stock. These remaining Performance Shares continue to be subject to stock price performance hurdles under the company’s equity incentive plan.

What equity plan governed Michael Dennis Policarpo’s performance-based VCTR share grant?
Michael Dennis Policarpo’s Performance Shares were granted under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. Vesting of these shares is tied to achieving specified stock price performance hurdles, with each Performance Share convertible into one common share upon vesting.

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*
Policarpo Michael Dennis
(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, CFO & CAO
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 Stock08/13/2026M73,763A(1)1,308,340D
Common Stock08/13/2026F33,453D$118.17(2)1,274,887D
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)08/13/2026M73,763 (5) (6)Common Stock73,763(1)147,524D
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. Policarpo08/17/2026
** 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