SEC Form 4 · accession 0001193125-26-354274
Victory Capital Holdings, Inc. · VCTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Nina Gupta
Officer — Chief Legal Officer
Period of report
Aug 13, 2026
Accepted (ET)
Aug 17, 2026 · 5:05 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001570827
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Aug 13, 2026 | M | 19,124 | — | A | 264,474 | D | |
| Common StockF2 | Aug 13, 2026 | F | 9,732 | $118.17 | D | 254,742 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance-based Restricted StockF3,F1,F4,F5,F6 | — | Aug 13, 2026 | M | 19,124 | D | — | — | Common Stock | 19,124 | 38,248 | D |
Explanation of responses
- F1Acquisition of Common Stock upon settlement of performance-based restricted stock. Each performance-based restricted stock represents a right to receive one share of Common Stock.
- F2Represents shares of Common Stock withheld to satisfy the reporting person's tax obligation upon the vesting of performance-based restricted stock based on the closing price of the Company's shares on August 13, 2026.
- F3As disclosed on a Form 8-K filed on March 16, 2026, 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, 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.
- F4Each performance-based restricted stock represents a contingent right to receive one share of Common Stock.
- F5Performance Shares vested on August 13, 2026 following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the second stock price performance hurdle.
- F6Not applicable.