Brown David Craig 4

What Happened

• David Craig Brown, Chairman and CEO of Victory Capital (VCTR), had 50,457 shares disposed/withheld to satisfy tax withholding obligations tied to the vesting of restricted stock. The shares were recorded at $66.67 each for a total of $3,363,968. This was a tax-withholding/net settlement related to vesting, not an open-market sale for investment purposes.

Key Details

• Transaction date: March 15, 2026; Filing date: March 16, 2026 (timely).
• Price: $66.67 per share; Total value: $3,363,968.
• Shares involved: 50,457 shares were withheld/disposed to cover taxes.
• Shares owned after transaction: Not specified in the provided filing excerpt.
• Footnote: The shares were withheld by VCTR to satisfy withholding taxes for restricted shares granted on March 15, 2023, 2024 and 2025, which vested on March 15, 2026. The net settlement price equals the closing stock price on March 13, 2026.
• Transaction code: F (tax withholding/settlement related to award vesting).

Context

• This was a routine tax-withholding/net settlement of vested restricted shares (often called a “sell to cover”); it reflects tax withholding rather than a discretionary sale by the insider and therefore is generally less informative about the CEO’s view of the company’s stock.