STOCK TITAN

Victory Capital (VCTR) CLO settles 19K stock award units

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. executive Nina Gupta, Chief Legal Officer, reported the vesting and settlement of 19,124 performance-based restricted stock units into an equal number of shares of common stock on August 13, 2026, following achievement of the second stock price performance hurdle approved by the compensation committee.

To satisfy related tax obligations, 9,732 common shares were withheld at a price of $118.17 per share, with no open-market purchases or sales reported. After the settlement, Gupta had 38,248 performance-based restricted shares remaining directly owned under the company’s 2018 Equity Plan.

Positive

  • None.

Negative

  • None.
Insider Gupta Nina
Role Chief Legal Officer
Type Security Shares Price Value
Exercise Performance-based Restricted Stock F3, F4, F1, F5, F6 19,124 -- --
Exercise Common Stock F1 19,124 -- --
Tax Withholding Common Stock F2 9,732 $118.17 $1.15M
Holdings After Transaction: Performance-based Restricted Stock — 38,248 shares (Direct); Common Stock — 254,742 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 settled 19,124 shares Performance-based restricted stock settled into common stock on August 13, 2026
Shares withheld for taxes 9,732 shares Common shares withheld to satisfy tax obligation upon vesting
Withholding price $118.17 per share Based on the closing price of Victory Capital shares on August 13, 2026
Performance-based restricted shares after transaction 38,248 shares Directly held performance-based restricted stock following the vesting event
Derivative exercise shares 19,124 shares Underlying common shares from exercise/settlement of performance-based restricted stock
Tax-withholding disposition shares 9,732 shares Shares delivered or withheld for payment of tax liability
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."
Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan financial
"pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan,"
tax obligation financial
"shares of Common Stock withheld to satisfy the reporting person's tax obligation"

FAQ

What insider transaction did VCTR executive Nina Gupta report on August 13, 2026?

Gupta reported settlement of 19,124 performance-based restricted stock units into common shares. These Performance Shares vested after the compensation committee confirmed achievement of the second stock price performance hurdle under Victory Capital’s 2018 Equity Plan.

How many VCTR shares were withheld for taxes in Nina Gupta’s August 2026 Form 4?

The filing shows 9,732 common shares were withheld to satisfy Gupta’s tax obligation. The withholding was based on the $118.17 closing price of Victory Capital shares on August 13, 2026.

Did Nina Gupta buy or sell VCTR shares on the open market in this Form 4?

No open-market purchases or sales are reported. The Form 4 records share issuance upon vesting of performance-based restricted stock and shares withheld for taxes, rather than discretionary market trades.

How many performance-based restricted shares does Nina Gupta hold after this VCTR transaction?

After the reported transaction, Gupta directly held 38,248 performance-based restricted shares. These are performance-based awards under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan, separate from already-settled common shares.

Were Nina Gupta’s VCTR transactions under a Rule 10b5-1 trading plan?

The filing’s Rule 10b5-1 checkbox is not checked, and no footnote indicates a trading plan. The reported activity reflects vesting and tax withholding of performance-based restricted stock, not pre-planned market trades.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
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*
Gupta Nina

(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)
Chief Legal Officer
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 Stock08/13/2026M19,124A(1)264,474D
Common Stock08/13/2026F9,732D$118.17(2)254,742D
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)08/13/2026M19,124 (5) (6)Common Stock19,124(1)38,248D
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 Gupta08/17/2026
** 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)