Victory Capital (VCTR) CEO David Brown Receives Award, Withholds Shares

What Happened David C. Brown, Chairman and CEO of Victory Capital Holdings, received the settlement of 147,529 performance-based restricted shares on August 13, 2026 following achievement of a performance hurdle. To satisfy tax withholding on the vesting, 58,056 shares were withheld at $118.17 per share, resulting in a disposition value of $6,860,478. Net shares received by Brown from the vesting were 89,473 (147,529 vested minus 58,056 withheld).

Key Details

• Transaction date: August 13, 2026; Form 4 filed August 17, 2026 (appears timely).
• Vested/converted: 147,529 performance-based restricted shares (conversion/exercise code M).
• Withheld/disposed for taxes: 58,056 shares at $118.17 per share for $6,860,478 (code F — tax withholding).
• Net shares retained from the vesting: 89,473.
• Footnotes: These were Performance Shares granted March 15, 2026 under the 2018 Equity Plan, each representing a contingent right to one common share; vesting occurred after the Compensation Committee approved achievement of the second stock-price hurdle. Withholding was based on the August 13 closing price.
• Shares owned after the transaction: not specified in the Form 4.

Context

• This was a vesting/settlement of performance-based restricted stock, not an open-market purchase or voluntary sale; the withholding was to cover tax obligations (a common, administrative disposition).
• Transaction codes: M indicates conversion/exercise of a derivative award (performance shares converting to common stock); F indicates shares withheld to satisfy tax obligations.