Victory Capital CEO settles 147,529 performance shares

Victory Capital Holdings, Inc. reported that Chairman and CEO David Craig Brown settled 147,529 performance-based restricted stock awards into an equal number of common shares on August 5, 2026, after approval of the first stock price performance hurdle.

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported that Chairman and CEO David Craig Brown settled 147,529 performance-based restricted stock awards into an equal number of common shares on August 5, 2026, after approval of the first stock price performance hurdle. Of these shares, 58,056 were withheld at $99.97 per share to cover tax obligations. Following the settlement, he continued to hold 442,586 performance-based restricted stock awards as reported.

Insider Trade Summary

147,529 shares exercised/converted

Exercise 3 txns

Insider Brown David Craig

Role Chairman and CEO

Type	Security	Shares	Price	Value
Exercise	Performance-based Restricted Stock F3, F4, F1, F5, F6	147,529	--	--
Exercise	Common Stock F1	147,529	--	--
Tax Withholding	Common Stock F2	58,056	$99.97	$5.80M

Holdings After Transaction: Performance-based Restricted Stock — 442,586 contracts (Direct); Common Stock — 2,352,838 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: 147,529 shares Shares withheld for taxes: 58,056 shares Tax withholding reference price: $99.97 per share +1 more

4 metrics

Performance Shares settled 147,529 shares Performance-based restricted stock converted into common stock on August 5, 2026

Shares withheld for taxes 58,056 shares Common Stock withheld to satisfy tax obligation upon vesting

Tax withholding reference price $99.97 per share Closing price on August 5, 2026 used to calculate tax withholding

Remaining performance-based restricted stock 442,586 shares Performance-based restricted stock reported as held after settlement

Key Terms

performance-based restricted stock, Performance Shares, stock price performance hurdle

3 terms

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."

FAQ

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

What insider equity transaction did Victory Capital (VCTR) report for its CEO?

Victory Capital reported that CEO David Craig Brown settled 147,529 performance-based restricted stock awards into common shares on August 5, 2026, following approval of the first stock price performance hurdle, as disclosed in accompanying footnotes.

How many Victory Capital (VCTR) shares were withheld to cover the CEO’s taxes?

The company reported that 58,056 shares of Common Stock were withheld to satisfy David Craig Brown’s tax obligation upon vesting, based on the $99.97 closing price of Victory Capital’s shares on August 5, 2026.

Did the Victory Capital (VCTR) CEO’s transaction involve an option exercise or performance shares?

The filing describes settlement of performance-based restricted stock (“Performance Shares”), not a standard option exercise. Each Performance Share represented a contingent right to one common share, vesting upon achievement of specified stock price performance hurdles.

What performance condition triggered the Victory Capital (VCTR) CEO’s share vesting?

Footnotes state the Performance Shares vested on August 5, 2026 after the Compensation Committee approved achievement of the first stock price performance hurdle, one of four significant stock price hurdles tied to the award’s vesting.

How many Victory Capital (VCTR) performance-based restricted shares does the CEO still hold?

After settling 147,529 Performance Shares, the report shows David Craig Brown holding 442,586 performance-based restricted stock awards. These remaining awards are separate from any common shares he may already own outright.

Were the Victory Capital (VCTR) CEO’s transactions under a Rule 10b5-1 trading plan?

The Rule 10b5-1 checkbox in the report is not marked as affirmative, and the footnotes describe vesting upon achieving performance hurdles, rather than transactions executed under a pre-arranged Rule 10b5-1 trading plan.

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

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Available on EDGAR 08/07/2026 - 06:16 PM Accepted by SEC EDGAR 08/07/2026 - 06:16 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^*

Brown David Craig

(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)
	Chairman and CEO

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		147,529	A	(1)	2,410,894	D
Common Stock	08/05/2026		F		58,056	D	$99.97(2)	2,352,838	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			147,529	(5)	(6)	Common Stock	147,529	(1)	442,586	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. Brown	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)