X0206 3 2018-02-07 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730118 Policarpo Michael Dennis C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 Chief Operating Officer Class A Common Stock 0 D Class B Common Stock Class A Common Stock 805504 D Stock option (right to buy) 2.45 2023-07-31 Class B Common Stock 171631 D Stock option (right to buy) 2.45 2024-02-05 Class B Common Stock 35134 D Stock option (right to buy) 4.73 2024-12-17 Class B Common Stock 29876 D Stock option (right to buy) 7.52 2026-03-11 Class B Common Stock 44287 D Stock option (right to buy) 7.52 2026-04-15 Class B Common Stock 147626 D Stock option (right to buy) 13.52 2027-03-10 Class B Common Stock 58286 D Mr. Policarpo 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. Policarpo, each share of Class B Common Stock held by Mr. Policarpo or Mr. Policarpo's permitted estate planning entities will convert automatically into one share of Class A Common Stock. Includes 476,213 unvested restricted shares of Class B Common Stock. The option has fully vested. The option has vested as to 25,184 shares. Subject to certain exceptions, the option vests as to 4,692 shares on December 17, 2018. The option has vested as to 23,419 shares. Subject to certain exceptions, the option vests as to 20,868 aggregate shares in equal installments on each of March 11, 2018, March 11, 2019 and March 11, 2020. The option has vested as to 78,064 shares. Subject to certain exceptions, the option vests as to 69,562 aggregate shares in equal installments on each of April 15, 2018, April 15, 2019 and April 15, 2020. The option has vested as to 18,318 shares. Subject to certain exceptions, the option vests as to 39,968 aggregate shares in equal installments on each of March 10, 2018, March 10, 2019, March 10, 2020 and March 10, 2021. Exhibit List: Exhibit 24 - Power of Attorney /s/ Michael D. Policarpo 2018-02-07