Nina Gupta, Chief Legal Officer of Victory Capital Holdings, Inc. (NASDAQ:VCTR), filed a Statement of Changes in Beneficial Ownership on August 17, 2026, reporting transactions in the company's common stock dated August 13, 2026.

Key Highlights

  • Reporting person: Nina Gupta, Chief Legal Officer of Victory Capital Holdings, Inc.
  • Acquisition: 19,124 shares of common stock acquired (transaction code M) on August 13, 2026, upon settlement of performance-based restricted stock.
  • Shares withheld: 9,732 shares of common stock disposed of (transaction code F) at $118.17 per share to satisfy tax obligations upon vesting.
  • Resulting ownership: 254,742 shares of common stock held directly following the reported transactions.
  • Vesting trigger: Performance shares vested following Compensation Committee approval of the achievement of the second stock price performance hurdle.
  • Remaining derivative securities: 38,248 performance-based restricted stock units remain directly held after the transactions.

Performance-Based Vesting and Share Activity for Victory Capital's Chief Legal Officer

According to the filing, the 19,124 shares of common stock were acquired by Nina Gupta through the settlement of performance-based restricted stock granted to her on March 15, 2026, pursuant to the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. The filing notes that each performance-based restricted stock unit 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 Compensation Committee of the Board of Directors approved the achievement of the second stock price performance hurdle on August 13, 2026, triggering the vesting event described in the filing. As disclosed in the filing, a Form 8-K describing the original grant of these performance shares was filed on March 16, 2026. Following the vesting, 9,732 shares were withheld at a price of $118.17 per share to cover the reporting person's tax obligation, as stated in the filing's footnotes. After both transactions, Gupta directly held 254,742 shares of common stock and 38,248 performance-based restricted stock units, which remain subject to the plan's remaining performance hurdles.

What Was Disclosed

The filing reported two August 13, 2026 transactions for Chief Legal Officer Nina Gupta: the acquisition of 19,124 common shares through performance-based restricted stock settlement, and the disposition of 9,732 shares at $118.17 each to cover applicable tax obligations, leaving her with 254,742 directly held shares.