Victory Capital (VCTR) CFO reports 28,031-share tax withholding disposition

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. President, CFO & CAO Michael Dennis Policarpo reported a tax-related share disposition. On March 15, 2026, 28,031 shares of common stock were withheld at a net settlement price of $66.67 per share to cover withholding taxes tied to restricted shares that vested on March 15, 2026. Following this withholding, he directly owns 1,132,021 shares, indicating he retained the large majority of his position.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Policarpo Michael Dennis

Role President, CFO & CAO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	28,031	$66.67	$1.87M

Holdings After Transaction: Common Stock — 1,132,021 shares (Direct)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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^*

Policarpo Michael Dennis

(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)
	President, CFO & CAO

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		F		28,031(1)	D	$66.67(1)	1,132,021	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. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2023, 2024 and 2025. Such restricted shares vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.

	/s/ Nina Gupta, attorney-in-fact for Mr. Policarpo	03/16/2026
	** 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).
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.

FAQ

What insider transaction did Victory Capital (VCTR) report for Michael Dennis Policarpo?

Victory Capital reported that executive Michael Dennis Policarpo had 28,031 common shares withheld to cover tax obligations. The withholding related to restricted shares granted in 2023, 2024 and 2025 that vested on March 15, 2026, at a net settlement price of $66.67 per share.

Was Michael Dennis Policarpo’s Victory Capital (VCTR) Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by Victory Capital to satisfy taxes from vesting restricted stock, a common compensation-related event that does not reflect active trading in the market by the executive.

How many Victory Capital (VCTR) shares does Michael Dennis Policarpo hold after this Form 4?

After the reported tax withholding of 28,031 shares, Michael Dennis Policarpo directly holds 1,132,021 Victory Capital common shares. This indicates the withholding affected only a small portion of his overall stake, with the majority of his equity position remaining intact.

What price was used for the Victory Capital (VCTR) tax-withholding shares in the Form 4?

The net settlement price for the 28,031 withheld shares was $66.67 per share. According to the filing, this price reflected the closing stock price on March 13, 2026, and was used to determine the value of shares applied toward the executive’s tax obligations.

What triggered the tax-withholding transaction reported by Victory Capital (VCTR)?

The transaction was triggered by the vesting of restricted shares previously granted to Michael Dennis Policarpo in 2023, 2024 and 2025. These restricted shares vested on March 15, 2026, and the company withheld 28,031 shares to satisfy associated withholding tax liabilities.