X0306 4 2020-03-31 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730106 Cliff Kelly Stevenson C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 See Remarks Class B Common Stock 2020-03-31 4 A 0 30562 0.00 A Class A Common Stock 30562 519694 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 Mr. Cliff each share of Class B Common Stock held by Mr. Cliff or Mr. Cliff's permitted estate planning entities will convert into one share of Class A Common Stock. Subject to certain exceptions, the shares of Class B Common Stock vest as to 10,187 aggregate shares on March 31, 2021, 10,187 aggregate shares on March 31, 2022, and 10,188 aggregate shares on March 31, 2023. President, Investment Franchises /s/ Nina Gupta, attorney-in-fact for Mr. Cliff 2020-04-01