Victory Capital (VCTR) CLO Nina Gupta reports tax-related share withholding

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. Chief Legal Officer Nina Gupta reported a tax-related share disposition tied to vesting equity awards. On March 15, 2026, 17,096 shares of common stock were withheld at $66.67 per share to satisfy withholding taxes on restricted shares granted in 2023, 2024 and 2025 that vested on March 15, 2026. After this withholding, Gupta directly holds 208,960 shares of Victory Capital common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Gupta Nina

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock	17,096	$66.67	$1.14M

Holdings After Transaction: Common Stock — 208,960 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^*

Gupta Nina

(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)
	Chief Legal Officer

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		17,096(1)	D	$66.67(1)	208,960	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 Ms. Gupta 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	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 Nina Gupta?

Victory Capital reported that Chief Legal Officer Nina Gupta had 17,096 common shares withheld to cover taxes on vesting restricted stock awards. This was a tax-withholding disposition, not an open-market trade, and followed grants made in 2023, 2024 and 2025.

Was the Victory Capital (VCTR) Nina Gupta Form 4 a stock sale?

No, the Form 4 shows a tax-withholding disposition, not a market sale. 17,096 shares were withheld by Victory Capital to satisfy tax liabilities when Gupta’s restricted shares vested, using the March 13, 2026 closing stock price for settlement.

How many Victory Capital (VCTR) shares does Nina Gupta hold after this Form 4?

After the reported tax withholding, Nina Gupta directly holds 208,960 shares of Victory Capital common stock. This figure reflects her position following the withholding of 17,096 shares related to vesting restricted stock awards on March 15, 2026.

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

The net settlement price for the withheld shares was $66.67 per share, equal to the March 13, 2026 closing stock price. This price was applied to 17,096 Victory Capital common shares withheld to cover Gupta’s tax obligations on vesting restricted stock.

Which equity awards triggered Nina Gupta’s tax withholding at Victory Capital (VCTR)?

The tax withholding arose from restricted shares granted to Nina Gupta on March 15 of 2023, 2024 and 2025. Those restricted shares vested on March 15, 2026, and Victory Capital withheld 17,096 shares to cover the associated tax liabilities.