[Form 4] Victory Capital Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Victory Capital Holdings (VCTR) Executive Vice President Thomas Michael Sipp received a significant equity grant on June 15, 2025. The insider was awarded 48,701 shares of Common Stock at a price of $61.60 per share, based on the closing price as of June 13, 2025.

Key details of the stock award:

• The shares will vest in equal installments over four years on June 15 of 2026, 2027, 2028, and 2029
• Total value of the grant at award price: approximately $3 million
• The transaction was reported via Form 4 filing on June 20, 2025
• The shares are held directly by the executive

This equity grant appears to be part of the company's long-term executive compensation strategy, with a four-year vesting schedule designed to promote retention and align management interests with shareholders.

Positive

• Executive Vice President Thomas Michael Sipp received 48,701 shares of restricted stock worth approximately $3 million ($61.60 per share), demonstrating long-term alignment with shareholders through 4-year vesting schedule

Negative

• None.

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^*

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)
06/15/2025

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	06/15/2025		A		48,701(1)	A	$61.6(2)	48,701	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 48,701 aggregate shares in equal installments on each of June 15, 2026, 2027, 2028 and 2029.

2. The price is based on the closing price of the Company's shares on June 13, 2025.

	/s/ Nina Gupta, attorney-in-fact for Mr. Sipp	06/20/2025
	** 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

How many shares of VCTR stock did EVP Thomas Michael Sipp acquire on June 15, 2025?

Thomas Michael Sipp acquired 48,701 shares of VCTR common stock on June 15, 2025 at a price of $61.60 per share.

What is the vesting schedule for VCTR EVP Sipp's newly acquired shares?

The 48,701 shares will vest in equal installments over four years, specifically on June 15 of 2026, 2027, 2028, and 2029.

What position does Thomas Michael Sipp hold at Victory Capital Holdings (VCTR)?

Thomas Michael Sipp serves as Executive Vice President at Victory Capital Holdings, Inc. (VCTR).

What was the price per share for VCTR stock in this insider transaction?

The price was $61.60 per share, based on the closing price of VCTR's shares on June 13, 2025.

When did VCTR's EVP Thomas Sipp file this Form 4?

The Form 4 was filed on June 20, 2025, through Nina Gupta acting as attorney-in-fact for Mr. Sipp, reporting a transaction that occurred on June 15, 2025.