X0306 4 2021-03-31 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001729988 Gupta Nina 15935 LA CANTERA PARKWAY SAN ANTONIO TX 78256 0 1 0 0 Chief Legal Officer Class B Common Stock 2021-03-31 4 F 0 12708 25.56 D Class A Common Stock 12708 117187 D The shares of Class B Common Stock of the Issuer ("Class B Common Stock") are convertible into Class A Common Stock of the Issuer ("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 into one share of Class A Common Stock. Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Ms. Gupta on March 31, 2019 and March 31, 2020. Such restricted shares vested on March 31, 2021. The net settlement price was the closing stock price on March 31, 2021. /s/ Nina Gupta 2021-04-01