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Victory Capital Holdings (VCTR) EVP equity vest and tax share withholding

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

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported that Executive Vice President Thomas Michael Sipp settled performance-based restricted stock awards on August 5, 2026. 40,982 performance-based restricted stock units converted into an equal number of common shares. In connection with this vesting, 18,177 common shares were withheld at $99.9700 per share to satisfy his tax obligation. After this event, 122,944 performance-based restricted shares remain outstanding and unvested.

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Insider Sipp Thomas Michael
Role Executive Vice President
Type Security Shares Price Value
Exercise Performance-based Restricted Stock F3, F4, F1, F5, F6 40,982 -- --
Exercise Common Stock F1 40,982 -- --
Tax Withholding Common Stock F2 18,177 $99.97 $1.82M
Holdings After Transaction: Performance-based Restricted Stock — 122,944 shares (Direct); Common Stock — 120,628 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-based shares vested 40982.0000 shares Performance-based restricted stock converted into common stock on August 5, 2026
Shares withheld for taxes 18177.0000 shares Common shares withheld to satisfy tax obligation upon vesting on August 5, 2026
Tax withholding reference price 99.9700 per share Closing price used to determine shares withheld for taxes on August 5, 2026
Remaining performance-based restricted shares 122944.0000 shares Performance-based restricted stock position reported following the vesting event
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 hurdles financial
"vesting tied to four significant stock price performance hurdles."
tax obligation financial
"shares of Common Stock withheld to satisfy the reporting person's tax obligation"

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

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Form 4 Insider Transactions: What Each Field Means →

FAQ

What insider equity transaction did Victory Capital (VCTR) disclose for Thomas Michael Sipp?
Victory Capital disclosed that EVP Thomas Michael Sipp had 40,982 performance-based restricted shares vest and convert into common stock on August 5, 2026, reflecting settlement of prior equity awards tied to stock price performance hurdles.

How many Victory Capital (VCTR) shares were withheld for taxes in this Form 4?
In this Form 4, 18,177 common shares of Victory Capital were withheld to satisfy Thomas Michael Sipp’s tax obligation, based on the $99.9700 closing share price on August 5, 2026, following the vesting of performance-based restricted stock.

What type of equity award vested for Victory Capital (VCTR) executive Thomas Michael Sipp?
The vested award was performance-based restricted stock, where each unit represented a contingent right to receive one share of Victory Capital common stock. Vesting occurred after achievement of the first stock price performance hurdle approved by the Compensation Committee.

How many Victory Capital (VCTR) performance-based restricted shares remain after this transaction?
After this transaction, Thomas Michael Sipp is reported to hold 122,944 performance-based restricted shares that remain outstanding and unvested, separate from the 40,982 performance-based shares that vested and converted into common stock on August 5, 2026.

Was the Victory Capital (VCTR) Form 4 transaction a market purchase or sale?
No market purchase or sale is reported. The Form 4 shows vesting and conversion of 40,982 performance-based restricted shares into common stock and a withholding of 18,177 shares solely to cover Thomas Michael Sipp’s tax obligation at the time of vesting.
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*
Sipp Thomas Michael
(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)
Executive Vice President
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 Stock08/05/2026M40,982A(1)138,805D
Common Stock08/05/2026F18,177D$99.97(2)120,628D
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)08/05/2026M40,982 (5) (6)Common Stock40,982(1)122,944D
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. Sipp08/07/2026
** 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