X0206 3 2018-02-07 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001729988 Gupta Nina C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 Chief Legal Officer Class A Common Stock 0 D Class B Common Stock Class A Common Stock 50402 D Stock option (right to buy) 8.09 2026-07-29 Class B Common Stock 43800 D Stock option (right to buy) 13.52 2027-03-10 Class B Common Stock 11104 D Stock option (right to buy) 13.52 2027-07-31 Class B Common Stock 8880 D Stock option (right to buy) 14.27 2028-01-01 Class B Common Stock 10512 D Ms. Gupta 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 Ms. Gupta, each share of Class B Common Stock held by Ms. Gupta or Ms. Gupta's permitted estate planning entities will convert automatically into one share of Class A Common Stock. Includes 37,666 unvested restricted shares of Class B Common Stock. The option has vested as to 10,950 shares. Subject to certain exceptions, the option vests as to 32,850 aggregate shares in equal installments on each July 29, 2018, July 29, 2019 and July 29, 2020. Subject to certain exceptions, the option vests as to 11,104 aggregate shares in equal installments on each of March 10, 2018, March 10, 2019, March 10, 2020 and March 10, 2021 Subject to certain exceptions, the option vests as to 8,880 aggregate shares in equal installments on each of July 31, 2018, July 31, 2019, July 31, 2020 and July 31, 2021. Subject to certain exceptions, the option vests as to 10,512 aggregate shares in equal installments on each of January 1, 2019, January 1, 2020, January 1, 2021 and January 1, 2022. Exhibit List: Exhibit 24 - Power of Attorney /s/ Nina Gupta 2018-02-07