Kelly Stevenson Cliff - Jan 20, 2023 Form 4 Insider Report for Victory Capital Holdings, Inc. (VCTR)

Role: Pres., Investment Franchises
Signature: /s/ Nina Gupta, attorney-in-fact for Mr. Cliff
Stock symbol: VCTR
Transactions as of: Jan 20, 2023
Transactions value $: -$316,839
Form type: 4
Date filed: 1/24/2023, 07:29 PM
Previous filing: Jan 4, 2023
Next filing: Feb 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VCTR	Common Stock	Options Exercise	$540K	+40K	+9.23%	$13.52	473K	Jan 20, 2023	Direct
transaction	VCTR	Common Stock	Tax liability	-$857K	-29K	-6.14%	$29.51	444K	Jan 20, 2023	Direct	F1

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	Stock Option (right to buy)	Options Exercise	$0	-40K	-40%	$0.00	60K	Jan 20, 2023	Common Stock	40K	$13.52	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents shares withheld by VCTR to satisfy withholding taxes and option exercise price due in connection with the exercise of options on January 20, 2023. The net settlement price was the closing stock price on January 20, 2023.
F2	As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 12,490 of the shares vest based on the satisfaction of certain performance criteria, 4,496 of the shares were satisfied on April 30, 2018. As reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the Form 3), 87,430 of the shares have vested or will vest based on the passage of time.

Content

Represents shares withheld by VCTR to satisfy withholding taxes and option exercise price due in connection with the exercise of options on January 20, 2023. The net settlement price was the closing stock price on January 20, 2023.

As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission on May 2, 2018, 12,490 of the shares vest based on the satisfaction of certain performance criteria, 4,496 of the shares were satisfied on April 30, 2018. As reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018, as amended May 2, 2018 (the Form 3), 87,430 of the shares have vested or will vest based on the passage of time.