David Craig Brown - 13 Mar 2026 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role
Chairman and CEO
Signature
/s/ Nina Gupta, attorney-in-fact for Mr. Brown
Issuer symbol
VCTR
Transactions as of
13 Mar 2026
Net transactions value
$0
Form type
4
Filing time
16 Mar 2026, 16:50:26 UTC
Previous filing
04 Apr 2025
Next filing
16 Mar 2026
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Brown David Craig Chairman and CEO 15935 LA CANTERA PARKWAY, SAN ANTONIO /s/ Nina Gupta, attorney-in-fact for Mr. Brown 16 Mar 2026 0001730370

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VCTR Performance-based Restricted Stock Award +590,115 $0.000000* 590,115 13 Mar 2026 Common Stock 590,115 Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), 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 (the "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.
F2 The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.
F3 If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.