Brown David Craig

SEC source: 0001193125-26-354272 · ownership.xml · derivative · entry 3

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 295,057

Underlying: Common Stock · 147,529 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: 0001193125-26-354272 · ownership.xml · nonDerivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,442,311

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: 0001193125-26-354272 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,500,367

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: 0001193125-26-340609 · ownership.xml · derivative · entry 3

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 442,586

Underlying: Common Stock · 147,529 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: 0001193125-26-340609 · ownership.xml · nonDerivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,352,838

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: 0001193125-26-340609 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,410,894

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: 0001193125-26-108582 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,263,365

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 101,994 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: 0001193125-26-108534 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,161,371

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001193125-26-108515 · ownership.xml · derivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 590,115

Underlying: Common Stock · 590,115 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: 0000950170-25-045926 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,042,431

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0000950170-25-045942 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,211,828

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 169,397 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 169,397 aggregate shares in equal installments on each of March 15, 2026, 2027, 2028, and 2029.

SEC source: 0000950170-24-033810 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,076,222

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 191,733 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 191,733 aggregate shares in equal installments on each of March 15, 2025, 2026, 2027, and 2028.

SEC source: 0000950170-24-033799 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,884,489

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001209191-23-042769 · doc4.xml · nonDerivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,927,038

F1 · shares: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 2/14/23. The Rule 10b5-1 trading plan, was established as part of the Reporting Person's long-term strategy for estate and tax planning activities over a period of time.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.59 to $34.49, inclusive. The Reporting Person undertakes to provide to the Issuer, any stockholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-23-042769 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,054,534

F1 · shares: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 2/14/23. The Rule 10b5-1 trading plan, was established as part of the Reporting Person's long-term strategy for estate and tax planning activities over a period of time.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.50 to $33.63, inclusive. The Reporting Person undertakes to provide to the Issuer, any stockholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-23-042295 · doc4.xml · nonDerivative · entry 3

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,075,291

F1 · shares: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 2/14/23. The Rule 10b5-1 trading plan, was established as part of the Reporting Person's long-term strategy for estate and tax planning activities over a period of time.

F4 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.50 to $33.76, inclusive. The Reporting Person undertakes to provide to the Issuer, any stockholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-23-042295 · doc4.xml · nonDerivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,143,437

F1 · shares: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 2/14/23. The Rule 10b5-1 trading plan, was established as part of the Reporting Person's long-term strategy for estate and tax planning activities over a period of time.

F3 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.50 to $33.67, inclusive. The Reporting Person undertakes to provide to the Issuer, any stockholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-23-042295 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,219,127

F1 · shares: This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on 2/14/23. The Rule 10b5-1 trading plan, was established as part of the Reporting Person's long-term strategy for estate and tax planning activities over a period of time.

F2 · price: The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $33.50 to $33.82, inclusive. The Reporting Person undertakes to provide to the Issuer, any stockholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

SEC source: 0001209191-23-023080 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,277,038

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001209191-23-019466 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,289,466

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 113,819 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 113,819 aggregate shares in equal installments on each of March 15, 2024, 2025, and 2026.

SEC source: 0001209191-23-019463 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,175,647

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001209191-23-001463 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,203,264

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001209191-22-062069 · doc4.xml · nonDerivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,228,137

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $26.75 to $27.02, 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 (2) to this Form 4.

SEC source: 0001209191-22-062069 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,208,137

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $26.54 to $27.41, 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: 0001209191-22-044351 · doc4.xml · derivative · entry 13

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 18,503 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, 832, 832 and 647 of the shares 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, 16,192 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-044351 · doc4.xml · derivative · entry 12

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 257,638 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, 11,593 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, 246,045 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-044351 · doc4.xml · derivative · entry 11

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 61,833 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, 2,782 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, 59,051 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-044351 · doc4.xml · derivative · entry 10

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 40,670 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, 1,830 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, 38,840 of the shares have vested or will vest based on the passage of time.

SEC source: 0001209191-22-044351 · doc4.xml · derivative · entry 9

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 87,597 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, 3,942 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, 83,655 of the shares were fully vested.

SEC source: 0001209191-22-044351 · doc4.xml · derivative · entry 8

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Common Stock · 385,112 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, 17,330 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"), 367,782 of the shares were fully vested.

SEC source: 0001209191-22-044351 · doc4.xml · nonDerivative · entry 7

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,168,137

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 1, 2022. The net settlement price was the closing stock price on August 1, 2022.

SEC source: 0001209191-22-044351 · doc4.xml · nonDerivative · entry 6

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,589,793

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: 0001209191-22-044351 · doc4.xml · nonDerivative · entry 5

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,571,290

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: 0001209191-22-044351 · doc4.xml · nonDerivative · entry 4

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,313,652

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: 0001209191-22-044351 · doc4.xml · nonDerivative · entry 3

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,251,819

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: 0001209191-22-044351 · doc4.xml · nonDerivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,211,149

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: 0001209191-22-044351 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,123,552

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: 0001209191-22-022723 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,738,440

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001209191-22-019295 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,647,160

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001209191-22-019407 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,768,857

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 121,697 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 121,697 aggregate shares in equal installments on each of March 15, 2023 and March 15, 2024.

SEC source: 0001209191-22-001225 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,650,833

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown 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. Brown 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: 0001209191-21-066643 · doc4.xml · derivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: Class A Common Stock · 1,631,188 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: 0001209191-21-066643 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,677,088

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: 0001209191-21-066226 · doc4.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 45,900

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $33.94 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: 0001209191-21-024295 · doc4.xml · derivative · entry 2

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,631,188

Underlying: Class A Common Stock · 30,417 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown 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: 0001209191-21-021194 · doc4.xml · derivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,633,600

Underlying: Class A Common Stock · 54,778 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown on March 31, 2017 and January 1, 2018. Such restricted shares vested on March 15, 2021. The net settlement price was the closing stock price on March 12, 2021.

SEC source: 0001209191-21-021314 · doc4.xml · derivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,661,605

Underlying: Class A Common Stock · 28,005 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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 28,005 aggregate shares in equal installments on each of March 15, 2022, March 15, 2023 and March 15, 2024.

SEC source: 0001209191-21-001365 · doc4.xml · derivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,688,378

Underlying: Class A Common Stock · 55,165 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown 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: 0000899243-20-009883 · doc4.xml · derivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,814,625

Underlying: Class A Common Stock · 94,743 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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 31,581 aggregate shares in equal installments on each of March 31, 2021, March 31, 2022 and 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown's permitted estate planning entities will convert into one share of Class A Common Stock.

SEC source: 0001209191-20-022617 · doc4.xml · derivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,743,543

Underlying: Class A Common Stock · 71,082 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown'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. Brown 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.