X0206 3 2018-02-07 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001485162 Davanzo Lawrence C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 1 0 0 0 Class A Common Stock 0 D Class B Common Stock Class A Common Stock 149471 I See Footnote Mr. Davanzo does not beneficially own any shares of Class A Common Stock of the Issuer ("Class A Common Stock"). The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into 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. 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. Davanzo, shares of Class B Common Stock held by Mr. Davanzo or Mr. Davanzo's permitted estate planning entities will convert into Class A Common Stock. These securities are held directly by the Lawrence and Christina Davanzo Family Trust, of which Mr. Davanzo serves as trustee. Mr. Davanzo disclaims beneficial ownership of the shares held by the Lawrence and Christina Davanzo Family Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Davanzo is the beneficial owner of the shares held by the Lawrence and Christina Davanzo Family Trust. Exhibit List: Exhibit 24 - Power of Attorney /s/ Lawrence Davanzo 2018-02-07