Victory Capital (VCTR) awards CLO Nina Gupta 26,998 shares

Rhea-AI Filing Summary

Gupta Nina reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. reported that Chief Legal Officer Nina Gupta received a grant of 26,998 shares of Common Stock, treated as an award based on a reference price of $66.67 per share. According to the footnotes, these shares vest in three equal installments on March 15, 2027, March 15, 2028, and March 15, 2029, subject to certain exceptions. Following this award, Gupta directly holds 235,958 shares of 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^*

Gupta Nina

(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)
	Chief Legal Officer

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		26,998(1)	A	$66.67(2)	235,958	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 26,998 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	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) disclose for Nina Gupta?

Victory Capital disclosed that Chief Legal Officer Nina Gupta received an award of 26,998 shares of Common Stock. The transaction is classified as a grant or other acquisition, not an open-market purchase or sale, and increased her directly held position to 235,958 shares.

At what price was Nina Gupta’s Victory Capital (VCTR) stock award measured?

The award to Nina Gupta was based on the closing price of Victory Capital’s Common Stock on March 13, 2026, which was $66.67 per share. This price is used as the reference value for the 26,998-share grant disclosed in the filing.

How do the 26,998 Victory Capital (VCTR) shares granted to Nina Gupta vest?

The 26,998 granted shares of Victory Capital Common Stock vest in three equal installments. Subject to certain exceptions, they vest on March 15 of 2027, 2028, and 2029, aligning the Chief Legal Officer’s compensation with multi-year service and performance horizons.

How many Victory Capital (VCTR) shares does Nina Gupta hold after this Form 4 transaction?

After the reported grant, Nina Gupta directly holds 235,958 shares of Victory Capital Common Stock. This figure, disclosed in the Form 4, reflects her total direct ownership following the 26,998-share award and helps investors gauge the scale of her equity stake.

Is the Nina Gupta Victory Capital (VCTR) transaction a market buy or sell?

The transaction for Nina Gupta is classified as a grant, award, or other acquisition, not an open-market buy or sell. It represents equity compensation awarded by Victory Capital, rather than a discretionary trade executed in the open market by the executive.