X0306 4 2018-02-08 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001225368 HAWKES JAMES B C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 1 0 0 0 Class A Common Stock 2018-02-08 4 P 0 200000 13.00 A 200000 D Class A Common Stock 2018-02-08 4 P 0 40000 12.26 A 240000 D Class A Common Stock 2018-02-09 4 P 0 5000 11.50 A 245000 D Class A Common Stock 2018-02-08 4 P 0 70000 12.23 A 70000 I See Footnote Class A Common Stock 2018-02-09 4 P 0 20000 11.80 A 90000 I See Footnote Represents shares purchased through the Issuer's directed share program in connection with its initial public offering. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.18 to $12.34, 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 sold at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4. These shares were purchased in multiple transactions, each at a price of $11.50. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $12.16 to $12.30, inclusive. These securities are held directly by Hawkes Family LLC, which is controlled by Mr. Hawkes. Mr. Hawkes disclaims beneficial ownership of the shares held by Hawkes Family LLC except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Hawkes is the beneficial owner of the shares held by Hawkes Family LLC. /s/ Nina Gupta, attorney-in-fact for Mr. Hawkes 2018-02-12