Victory Capital executive vests 16,390 performance shares

Victory Capital Holdings, Inc. reported that Mannik S. Dhillon, President Investment Franchise, exercised performance-based restricted stock on August 5, 2026.

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported that Mannik S. Dhillon, President Investment Franchise, exercised performance-based restricted stock on August 5, 2026. 16,390 Performance Shares, each representing a right to one share, settled into an equal number of Common Stock shares, following approval of the first stock price performance hurdle.

Of the resulting Common Stock, 6,452 shares were withheld to satisfy Dhillon’s tax obligation, based on the closing share price of $99.97 on August 5, 2026. After this vesting, Dhillon continued to hold 49,171 performance-based restricted shares under the company’s 2018 Equity Plan.

Insider Trade Summary

16,390 shares exercised/converted

Exercise 3 txns

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	$99.97	$645K

Holdings After Transaction: Performance-based Restricted Stock — 49,171 contracts (Direct); Common Stock — 307,686 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.

Key Figures

Performance Shares settled: 16,390 shares Common Stock acquired: 16,390 shares Shares withheld for taxes: 6,452 shares +5 more

8 metrics

Performance Shares settled 16,390 shares Performance-based restricted stock settled into Common Stock on August 5, 2026

Common Stock acquired 16,390 shares Shares of Common Stock received upon settlement of Performance Shares

Shares withheld for taxes 6,452 shares Common Stock withheld to satisfy tax obligation at vesting

Tax withholding price $99.97 per share Based on closing price of Victory Capital shares on August 5, 2026

Remaining Performance Shares 49,171 shares Performance-based restricted stock held after the reported transaction

Performance hurdles 4 Vesting tied to four significant stock price performance hurdles

Grant date March 15, 2026 Date Performance Shares were granted under 2018 Equity Plan

Vesting approval date August 5, 2026 Compensation Committee approved achievement of first performance hurdle

Key Terms

performance-based restricted stock, Performance Shares, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan, stock price performance hurdle, +1 more

5 terms

performance-based restricted stock financial

"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.

Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan financial

"granted to the Reporting Person pursuant to the Amended and Restated Victory Capital"

stock price performance hurdle financial

"vesting tied to four significant stock price performance hurdles"

Compensation Committee financial

"vested on August 5, 2026 following approval by the Compensation Committee"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did VCTR executive Mannik S. Dhillon report?

Mannik S. Dhillon reported the vesting and exercise of 16,390 performance-based restricted shares into Common Stock on August 5, 2026. The shares vested after the Compensation Committee approved achievement of the first stock price performance hurdle under Victory Capital’s 2018 Equity Plan.

How many Victory Capital (VCTR) shares were withheld for taxes in this Form 4?

The Form 4 shows 6,452 shares of Common Stock were withheld to satisfy the reporting person’s tax obligation. The withholding was based on the $99.97 closing price of Victory Capital’s shares on August 5, 2026, as stated in the footnotes.

What did the 16,390 performance-based restricted shares of VCTR convert into?

Each performance-based restricted share represented a right to receive one share of Common Stock, so 16,390 Performance Shares settled into 16,390 Common Stock shares. This settlement occurred upon vesting after the first stock price performance hurdle was achieved and approved by the Compensation Committee.

How many performance-based restricted Victory Capital shares does Dhillon still hold?

After the reported transaction, Dhillon held 49,171 shares of performance-based restricted stock. These remaining Performance Shares were originally granted on March 15, 2026, under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan with multiple stock price performance hurdles.

When were the VCTR Performance Shares granted and when did they vest?

The Performance Shares were granted on March 15, 2026, under Victory Capital’s 2018 Equity Plan. A portion vested on August 5, 2026, after the Compensation Committee approved achievement of the first stock price performance hurdle tied to the award’s performance conditions.

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

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Available on EDGAR 08/07/2026 - 06:40 PM Accepted by SEC EDGAR 08/07/2026 - 06:39 PM Learn about SEC filing dates

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

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President Investment Franchise

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/05/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/05/2026		M		16,390	A	(1)	314,138	D
Common Stock	08/05/2026		F		6,452	D	$99.97(2)	307,686	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
Performance-based Restricted Stock(3)	(4)	08/05/2026		M			16,390	(5)	(6)	Common Stock	16,390	(1)	49,171	D

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 Gupta, attorney-in-fact for Mr. Dhillon	08/07/2026
	** Signature of Reporting Person	Date
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).
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* Form 4: SEC 1474 (03-26)