David Craig Brown, Chairman and CEO of Victory Capital Holdings, Inc., filed a Statement of Changes in Beneficial Ownership on August 17, 2026, reporting transactions in common stock dated August 13, 2026.

Key Highlights

  • Performance shares settled: 147,529 performance-based restricted stock units converted into an equal number of shares of common stock on August 13, 2026.
  • Shares withheld for taxes: 58,056 shares of common stock were withheld at $118.17 per share to satisfy the reporting person's tax obligation upon vesting.
  • Remaining beneficial ownership: Following both transactions, Brown directly holds 2,442,311 shares of common stock.
  • Vesting trigger: Performance shares vested after the Compensation Committee approved achievement of the second stock price performance hurdle.
  • Remaining derivative securities: Brown continues to hold 295,057 performance-based restricted stock units directly following the reported transactions.
  • Original grant date: The performance shares were granted on March 15, 2026, under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan.

Victory Capital CEO Brown Settles Performance Awards Tied to Stock Price Hurdles

According to the filing, David Craig Brown, who serves as Chairman and Chief Executive Officer of Victory Capital Holdings, Inc. (NASDAQ:VCTR), reported two transactions in Table I on August 13, 2026. First, 147,529 shares of common stock were acquired through the settlement of performance-based restricted stock, coded as an "M" transaction. Immediately following, 58,056 of those shares were disposed of under transaction code "F," representing shares withheld by the company to cover Brown's tax liability, priced at the closing price of $118.17 on that date.

The filing explains that the performance-based restricted stock was originally granted on March 15, 2026, as disclosed in a Form 8-K filed March 16, 2026. The grant was made pursuant to the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. According to the filing, each performance share represents "a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock," with vesting tied to four significant stock price performance hurdles. The August 13, 2026, vesting event reflects the Compensation Committee's approval of the achievement of the second such hurdle.

Victory Capital Holdings is an asset management firm whose equity compensation structure, as reflected in this filing, links executive awards to defined stock price milestones rather than time-based schedules alone. Following all reported transactions, Brown holds 2,442,311 shares of common stock directly and 295,057 performance-based restricted stock units directly, with the remaining units still subject to the plan's additional vesting conditions.

What Was Disclosed

Brown's filing reports the August 13, 2026, settlement of 147,529 performance-based restricted stock units into common stock, the withholding of 58,056 shares at $118.17 for taxes, and resulting direct ownership of 2,442,311 common shares and 295,057 remaining performance units.