Policarpo Michael Dennis

SEC source: 0001193125-26-354269 · ownership.xml · derivative · entry 3

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 147,524

Underlying: Common Stock · 73,763 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · security: As 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.

F4 · derivative.exercise_price: Each performance-based restricted stock represents a contingent right to receive one share of Common Stock.

F1 · price: Acquisition 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.

F5 · derivative.exercise_date: Performance 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.

F6 · derivative.expiration_date: Not applicable.

SEC source: 0001193125-26-354269 · ownership.xml · nonDerivative · entry 2

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,274,887

F2 · price: Represents 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.

SEC source: 0001193125-26-354269 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,308,340

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Acquisition 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.

SEC source: 0001193125-26-340613 · ownership.xml · derivative · entry 3

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 221,287

Underlying: Common Stock · 73,763 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · security: As 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.

F4 · derivative.exercise_price: Each performance-based restricted stock represents a contingent right to receive one share of Common Stock.

F1 · price: Acquisition 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.

F5 · derivative.exercise_date: Performance Shares vested on August 5, 2026 following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the first stock price performance hurdle.

F6 · derivative.expiration_date: Not applicable.

SEC source: 0001193125-26-340613 · ownership.xml · nonDerivative · entry 2

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,234,577

F2 · price: Represents 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 5, 2026.

SEC source: 0001193125-26-340613 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,268,030

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: Acquisition 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.

SEC source: 0001193125-26-108603 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,194,267

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 62,246 aggregate shares in equal installments on each of March 15, 2027, 2028 and 2029.

F2 · price: The price is based on the closing price of the Company's shares on March 13, 2026.

SEC source: 0001193125-26-108535 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,132,021

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo 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.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo 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.

SEC source: 0001193125-26-108507 · ownership.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 295,050

Underlying: Common Stock · 295,050 shares

Expires not disclosed

F1 · derivative.exercise_price: 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 · kind: 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 · derivative.exercise_date: 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.

F3 · derivative.expiration_date: 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.

SEC source: 0000950170-25-045963 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,160,052

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 81,938 aggregate shares in equal installments on each of March 15, 2026, 2027, 2028, and 2029.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 81,938 aggregate shares in equal installments on each of March 15, 2026, 2027, 2028, and 2029.

SEC source: 0000950170-25-045957 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,078,114

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

SEC source: 0000950170-24-033815 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,096,854

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 99,601 aggregate shares in equal installments on each of March 15, 2025, 2026, 2027, and 2028.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 99,601 aggregate shares in equal installments on each of March 15, 2025, 2026, 2027, and 2028.

SEC source: 0000950170-24-033800 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 997,253

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2021, 2022, and 2023. Such restricted shares vested on March 15, 2024. The net settlement price was the closing stock price on March 15, 2024.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2021, 2022, and 2023. Such restricted shares vested on March 15, 2024. The net settlement price was the closing stock price on March 15, 2024.

SEC source: 0001209191-23-023086 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,017,976

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2020. Such restricted shares vested on March 31, 2023. The net settlement price was the closing stock price on March 31, 2023.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2020. Such restricted shares vested on March 31, 2023. The net settlement price was the closing stock price on March 31, 2023.

SEC source: 0001209191-23-019467 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,022,227

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 49,260 aggregate shares in equal installments on each of March 15, 2024, 2025 and 2026.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 49,260 aggregate shares in equal installments on each of March 15, 2024, 2025 and 2026.

SEC source: 0001209191-23-019464 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 972,967

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15 2021 and 2022. Such restricted shares vested on March 15, 2023. The net settlement price was the closing stock price on March 15, 2023.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15 2021 and 2022. Such restricted shares vested on March 15, 2023. The net settlement price was the closing stock price on March 15, 2023.

SEC source: 0001209191-23-001465 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 987,738

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on January 1, 2018. Such restricted shares vested on January 1, 2023. The net settlement price was the closing stock price on December 30, 2022.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on January 1, 2018. Such restricted shares vested on January 1, 2023. The net settlement price was the closing stock price on December 30, 2022.

SEC source: 0001209191-22-047609 · doc4.xml · derivative · entry 13

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 66,613 shares

Expires 2027-03-10

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F7 · derivative.exercise_date: As reported on the reporting person's Form 4s filed with the SEC on May 2, 2018 and January 13, 2020, shares totaling 2,998, 2,998 and 2,331 vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018, August 31, 2019 and September 22, 2019, respectively. As reported on the Form 3, 58,286 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-047609 · doc4.xml · derivative · entry 12

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 154,582 shares

Expires 2026-04-15

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F6 · derivative.exercise_date: As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 6,957 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 147,625 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-047609 · doc4.xml · derivative · entry 11

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 46,374 shares

Expires 2026-03-11

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F5 · derivative.exercise_date: As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 2,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 44,287 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-047609 · doc4.xml · derivative · entry 10

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 31,284 shares

Expires 2024-12-17

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · derivative.exercise_date: As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 1,407 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 29,877 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-047609 · doc4.xml · derivative · entry 9

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 36,790 shares

Expires 2024-02-05

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · derivative.exercise_date: As reported on the reporting person's Form 4 filed with the SEC on May 2, 2018, 1,655 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the Form 3, 35,135 of the shares were fully vested.

SEC source: 0001209191-22-047609 · doc4.xml · derivative · entry 8

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 179,719 shares

Expires 2023-07-31

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_date: As reported on the reporting person's Form 4 filed with the Securities and Exchange Commission (the "SEC") on May 2, 2018, 8,087 of the shares vest based on the satisfaction of certain performance criteria, which were met on April 30, 2018. As reported on the reporting person's Form 3 filed with the SEC on February 7, 2018, (the "Form 3"), 171,632 of the shares were fully vested.

SEC source: 0001209191-22-047609 · doc4.xml · nonDerivative · entry 7

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,002,314

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes and option exercise price due in connection with the exercise of options on August 24, 2022. The net settlement price was the closing stock price on August 24, 2022.

SEC source: 0001209191-22-047609 · doc4.xml · nonDerivative · entry 6

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,295,854

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-22-047609 · doc4.xml · nonDerivative · entry 5

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,229,241

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-22-047609 · doc4.xml · nonDerivative · entry 4

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,074,659

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-22-047609 · doc4.xml · nonDerivative · entry 3

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,028,285

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-22-047609 · doc4.xml · nonDerivative · entry 2

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 997,001

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-22-047609 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 960,211

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001209191-22-022724 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 780,492

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2020 and March 31, 2019. Such restricted shares vested on March 31, 2022. The net settlement price was the closing stock price on March 31, 2022.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2020 and March 31, 2019. Such restricted shares vested on March 31, 2022. The net settlement price was the closing stock price on March 31, 2022.

SEC source: 0001209191-22-019296 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 747,403

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2021. Such restricted shares vested on March 15, 2022. The net settlement price was the closing stock price on March 15, 2022.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2021. Such restricted shares vested on March 15, 2022. The net settlement price was the closing stock price on March 15, 2022.

SEC source: 0001209191-22-019409 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 800,091

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 52,688 aggregate shares in equal installments on each of March 15, 2023 and March 15, 2024.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 52,688 aggregate shares in equal installments on each of March 15, 2023 and March 15, 2024.

SEC source: 0001209191-22-001210 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 750,226

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on January 1, 2018. Such restricted shares vested on January 1, 2022. The net settlement price was the closing stock price on December 31, 2021.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on January 1, 2018. Such restricted shares vested on January 1, 2022. The net settlement price was the closing stock price on December 31, 2021.

SEC source: 0001209191-21-066641 · doc4.xml · derivative · entry 2

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 758,683 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · derivative.exercise_price: On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.

F1 · price: On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.

F1 · derivative.exercise_date: On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.

F1 · derivative.expiration_date: On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.

SEC source: 0001209191-21-066641 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 766,183

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · price: On November 19, 2021, Victory Capital Holdings, Inc., the Company, held a special meeting of stockholders at which the stockholders approved an amendment to the Companys certificate of incorporation to convert all outstanding shares of Class B Common Stock into an equal number of shares of Class A Common Stock on a one-for-one basis, the Conversion. The Conversion was effective on November 23, 2021, upon the Companys filing of its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware.

SEC source: 0001209191-21-066272 · doc4.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,500

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $34.00 to $35.50, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001209191-21-024300 · doc4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 758,683

Underlying: Class A Common Stock · 19,600 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2019 and March 31, 2020. Such restricted shares vested on March 31, 2021. The net settlement price was the closing stock price on March 31, 2021.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2019 and March 31, 2020. Such restricted shares vested on March 31, 2021. The net settlement price was the closing stock price on March 31, 2021.

SEC source: 0001209191-21-021190 · doc4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 759,613

Underlying: Class A Common Stock · 34,876 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2017 and January 01, 2018. Such restricted shares vested on March 15, 2021. The net settlement price was the closing stock price on March 12, 2021.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2017 and January 01, 2018. Such restricted shares vested on March 15, 2021. The net settlement price was the closing stock price on March 12, 2021.

SEC source: 0001209191-21-021312 · doc4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 778,283

Underlying: Class A Common Stock · 18,670 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · shares: Subject to certain exceptions, the shares of Class B Common Stock vest as to 18,670 aggregate shares in equal installments on each of March 15, 2022, March 15, 2023 and March 15, 2024.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Subject to certain exceptions, the shares of Class B Common Stock vest as to 18,670 aggregate shares in equal installments on each of March 15, 2022, March 15, 2023 and March 15, 2024.

SEC source: 0001209191-21-019846 · doc4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 794,489

Underlying: Class A Common Stock · 1,678 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 10, 2017. Such restricted shares vested on March 10, 2021. The net settlement price was the closing stock price on March 10, 2021.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 10, 2017. Such restricted shares vested on March 10, 2021. The net settlement price was the closing stock price on March 10, 2021.

SEC source: 0001209191-21-001385 · doc4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 796,167

Underlying: Class A Common Stock · 33,964 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on January 1, 2018. Such restricted shares vested on January 1, 2021. The net settlement price was the closing stock price on December 31, 2020.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on January 1, 2018. Such restricted shares vested on January 1, 2021. The net settlement price was the closing stock price on December 31, 2020.

SEC source: 0000899243-20-009893 · doc4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · See Remarks

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 870,655

Underlying: Class A Common Stock · 28,117 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.exercise_date: Subject to certain exceptions, the shares of Class B Common Stock vest as to 9,372 aggregate shares on March 31, 2021, 9,372 aggregate shares on March 31, 2022, and 9,373 aggregate shares on March 31, 2023.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

SEC source: 0001209191-20-022602 · doc4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 830,131

Underlying: Class A Common Stock · 40,524 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2017 and March 31, 2019. Such restricted shares vested on March 31, 2020. The net settlement price was the closing stock price on March 31, 2020.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2017 and March 31, 2019. Such restricted shares vested on March 31, 2020. The net settlement price was the closing stock price on March 31, 2020.

SEC source: 0001104659-20-032470 · a4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 842,538

Underlying: Class A Common Stock · 1,679 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 10, 2017. Such restricted shares vested on March 10, 2020. The net settlement price was the closing stock price on March 10, 2020.

SEC source: 0001104659-20-022439 · a4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 844,217

Underlying: Class A Common Stock · 28,570 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2017 and January 1, 2018. Such restricted shares vested in full on February 13, 2020. The net settlement price was the closing stock price on February 12, 2020.

SEC source: 0001104659-19-068394 · a4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 872,787

Underlying: Class A Common Stock · 34,246 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2017 and January 1, 2018. Such restricted shares vested in full on November 26, 2019. The net settlement price was the closing stock price on November 25, 2019.

F1 · derivative.exercise_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.underlying_shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 31, 2017 and January 1, 2018. Such restricted shares vested in full on November 26, 2019. The net settlement price was the closing stock price on November 25, 2019.

SEC source: 0001104659-20-003535 · a4.xml · derivative · entry 2

Policarpo Michael Dennis · CIK 0001730118 · President, CFO and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 66,613

Underlying: Class B Common Stock · 2,391 shares

Expires 2027-03-10

F1 · balance_after: On March 10, 2017, the reporting person was granted an option to purchase 66,613 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 8,327 of the shares vest based on the satisfaction of certain performance criteria, which were as previously reported met for 2,998 shares on April 30, 2018, were met for an additional 2,998 shares on August 31, 2019 and an additional 2,331 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 58,286 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-20-003535 · a4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO and CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 64,282

Underlying: Class B Common Stock · 2,998 shares

Expires 2027-03-10

F1 · balance_after: On March 10, 2017, the reporting person was granted an option to purchase 66,613 shares of Class B Common Stock (after giving effect to Victory Capital Holdings, Inc.'s (the "Company's") 175.194 for 1 stock split on February 5, 2018 (the "Stock Split")). 8,327 of the shares vest based on the satisfaction of certain performance criteria, which were as previously reported met for 2,998 shares on April 30, 2018, were met for an additional 2,998 shares on August 31, 2019 and an additional 2,331 shares on September 22, 2019, when the Company determined that the performance criteria related to such shares had been satisfied. As previously reported on the Form 3, 58,286 of the shares have vested or will vest based on the passage of time.

SEC source: 0001104659-19-019262 · a4.xml · derivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 907,033

Underlying: Class A Common Stock · 101,531 shares

Expires not disclosed

F1 · derivative.exercise_price: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.exercise_price: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F3 · derivative.exercise_date: Subject to certain exceptions, the shares of Class B Common Stock vest as to 33,844 aggregate shares on March 31, 2020, 33,844 aggregate shares on March 31, 2021, and 33,843 aggregate shares on March 31, 2022.

F1 · derivative.expiration_date: The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("Class A Common Stock") on a one-to-one basis at the option of the holder and have no expiration date. Class B Common Stock will convert automatically into Class A Common Stock on the date on which the number of outstanding shares of Class B Common Stock represents less than 10% of the aggregate combined number of outstanding shares of Class A Common Stock and Class B Common Stock.

F2 · derivative.expiration_date: In addition, (i) each share of Class B Common Stock will convert automatically into one share of Class A Common Stock upon any transfer, whether or not for value, except for certain "Permitted Transfers" as defined in the Issuer's amended and restated certificate of incorporation, or (ii) in the event of the death of Mr. Policarpo each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo' s permitted estate planning entities will convert into one share of Class A Common Stock.

F4 · balance_after: The amount reported updates the amount previously reported on the reporting person's Form 3 filed with the Securities and Exchange Commission on February 7, 2018 by 2 shares due to a rounding error.