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Victory Capital (NASDAQ: VCTR) CLO gains 19,124 shares, 9,732 withheld

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

Rhea-AI Filing Summary

Victory Capital Holdings’ Chief Legal Officer Nina Gupta had performance-based restricted stock vest on August 5, 2026 after the Compensation Committee approved achievement of the first stock price performance hurdle. The vesting converted 19,124 Performance Shares into common stock; 9,732 shares were withheld at $99.97 per share to satisfy tax obligations, and 57,372 performance-based restricted shares were reported as remaining awards.

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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 $99.97 $973K
Holdings After Transaction: Performance-based Restricted Stock — 57,372 shares (Direct); Common Stock — 245,350 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 5, 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 5, 2026 following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the first stock price performance hurdle.
  6. F6. Not applicable.
Performance Shares converted 19,124 shares Performance-based restricted stock settled into common stock on August 5, 2026
Shares withheld for taxes 9,732 shares Common shares withheld to satisfy tax obligation upon vesting
Tax withholding price $99.97 per share Based on the closing price of Victory Capital stock on August 5, 2026
Remaining Performance Shares 57,372 shares Performance-based restricted stock reported following vesting of the first stock price performance hurdle
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
"vesting tied to four significant stock price performance hurdles."
Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan financial
"granted to the Reporting Person ... pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan"

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What transactions did Victory Capital (VCTR) report for Nina Gupta on August 5, 2026?
On August 5, 2026, Nina Gupta had 19,124 performance-based restricted shares settle into common stock. In connection with this vesting, 9,732 shares of common stock were withheld to satisfy her tax obligation, based on the closing price that day.

How many Victory Capital (VCTR) shares vested for Nina Gupta?
Nina Gupta received 19,124 shares of Victory Capital common stock upon settlement of performance-based restricted stock. Each Performance Share represented a right to one share of common stock once the specified stock price performance hurdle was achieved and approved by the Compensation Committee.

How many Victory Capital (VCTR) shares were withheld for Nina Gupta’s taxes and at what price?
The company withheld 9,732 shares of common stock to satisfy Nina Gupta’s tax obligation, using a share value of $99.97 per share. That price was based on Victory Capital’s closing share price on August 5, 2026, the vesting date.

What performance conditions triggered Nina Gupta’s Victory Capital (VCTR) vesting?
The Performance Shares vested after the Compensation Committee approved achievement of the first stock price performance hurdle. These shares were granted under the Amended and Restated 2018 Equity Plan, with vesting tied to four significant stock price performance hurdles for Victory Capital Holdings.

How many performance-based restricted shares does Nina Gupta still hold at Victory Capital (VCTR)?
After this vesting event, Nina Gupta had 57,372 performance-based restricted shares reported as remaining awards. Each of these Performance Shares continues to represent a contingent right to receive one share of Victory Capital common stock if the related performance conditions are met.

Were Nina Gupta’s Victory Capital (VCTR) transactions reported under a Rule 10b5-1 trading plan?
No. The filing’s Rule 10b5-1 checkbox was not marked, and there is no footnote stating the transactions were executed pursuant to a pre-arranged Rule 10b5-1 trading plan or similar automatic trading arrangement.
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)
08/05/2026		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 Stock08/05/2026M19,124A(1)255,082D
Common Stock08/05/2026F9,732D$99.97(2)245,350D
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)08/05/2026M19,124 (5) (6)Common Stock19,124(1)57,372D
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 5, 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 5, 2026 following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the first stock price performance hurdle.
6. Not applicable.
/s/ Nina Gupta08/07/2026
** 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