Gupta Nina 4

What Happened

• Nina Gupta, Chief Legal Officer of Victory Capital (VCTR), had 17,096 shares withheld by the company on March 15, 2026 to satisfy withholding taxes related to vesting restricted stock. The filing reports a disposition of 17,096 shares at $66.67 per share, totaling $1,139,790.
• This transaction is a tax-withholding/net settlement of vested awards (code F), not an open-market sale initiated by the insider.

Key Details

• Transaction date: March 15, 2026; filing date: March 16, 2026 (report period 2026-03-15) — appears timely.
• Price reported: $66.67 per share; total value: $1,139,790.
• Shares reported disposed: 17,096 (withheld to satisfy taxes on vested restricted shares).
• Shares owned after the transaction: not specified in the provided filing excerpt.
• Footnote: The shares were withheld by VCTR to satisfy withholding taxes in connection with restricted shares granted on March 15, 2023, 2024 and 2025 that vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.
• Transaction code F indicates tax withholding (net settlement), which is different from an open-market sale (code S).

Context

• Tax-withholding via share withholding (net settlement) is a routine administrative step when restricted stock vests and does not necessarily signal management's view of the stock.
• This was not an exercise of options for cash nor a voluntary sale; it reduced the insider’s share count to cover tax obligations.