Stock grants lift Victory Capital (VCTR) EVP’s holdings to 103,448 shares

Rhea-AI Filing Summary

Sipp Thomas Michael reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. Executive Vice President Thomas Michael Sipp reported stock-based compensation in the form of two grants of Common Stock. He was awarded 39,748 shares and 14,999 shares at a reference price of $66.67 per share, increasing his direct holdings to 103,448 shares.

The 39,748-share award is scheduled to vest in equal installments on each of March 15, 2027, 2028 and 2029, subject to certain exceptions. The 14,999-share award is scheduled to vest in equal installments on each of March 15, 2027, 2028, 2029 and 2030, also subject to certain exceptions.

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^*

Sipp Thomas Michael

(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)
	Executive Vice President

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		39,748(1)	A	$66.67(2)	88,449	D
Common Stock	03/15/2026		A		14,999(3)	A	$66.67(2)	103,448	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 39,748 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.

3. Subject to certain exceptions, the shares of Common Stock vest as to 14,999 aggregate shares in equal installments on each of March 15, 2027, 2028, 2029 and 2030.

	/s/ Nina Gupta, attorney-in-fact for Mr. Sipp	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 Thomas Michael Sipp?

Victory Capital reported that Executive Vice President Thomas Michael Sipp received two stock grants totaling 54,747 shares of Common Stock as compensation. These awards are scheduled to vest over multiple years, increasing his equity stake and aligning incentives with long-term company performance.

How many Victory Capital (VCTR) shares does Thomas Michael Sipp hold after the grants?

After the reported grants, Thomas Michael Sipp holds 103,448 shares of Victory Capital Common Stock directly. This figure reflects his position following the two awards disclosed in the filing and shows his continued equity exposure to the company’s future results.

What are the vesting terms of Thomas Michael Sipp’s 39,748-share award at Victory Capital (VCTR)?

The 39,748-share grant is scheduled to vest in three equal installments on March 15, 2027, 2028 and 2029, subject to certain exceptions. This multi-year vesting structure encourages retention and links compensation to longer-term company performance outcomes.

How does the 14,999-share Victory Capital (VCTR) award vest for Thomas Michael Sipp?

The 14,999-share award is scheduled to vest in four equal installments on March 15, 2027, 2028, 2029 and 2030, subject to certain exceptions. This extended schedule further ties his compensation to the company’s long-term results over several years.

At what price were Thomas Michael Sipp’s Victory Capital (VCTR) stock awards valued?

Both grants were valued using a reference price of about $66.67 per share, based on Victory Capital’s closing share price on March 13, 2026. This price is used to determine the reported fair value of the compensation awards in the filing.

Are Thomas Michael Sipp’s Victory Capital (VCTR) stock awards open-market purchases or compensation grants?

The disclosed transactions are compensation-related stock grants, not open-market purchases. They are classified as grants or awards of Common Stock, with structured vesting over several years, rather than discretionary buying or selling of shares in the market.