X0306 4 2020-02-13 0 0001570827 Victory Capital Holdings, Inc. VCTR 0001730370 Brown David Craig C/O VICTORY CAPITAL HOLDINGS, INC. 4900 TIEDEMAN ROAD 4TH FLOOR BROOKLYN OH 44144 0 1 0 0 President, CFO & CAO Class B Common Stock 2020-02-13 4 F 0 57625 23.16 A Class A Common Stock 57625 1719882 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. Brown each share of Class B Common Stock held by Mr. Brown or Mr. Brown' 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 Mr. Brown on March 31, 2017 and January 1, 2018. Such restricted shares vested in full on February 13, 2020. The net settlement price was the closing stock price on February 12, 2020. /s/ Nina Gupta, attorney-in-fact for Mr. Brown 2020-02-18