VCTR · Victory Capital Holdings, Inc.

These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on July 10, 2026.

These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on July 10, 2026.

These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on July 10, 2026.

Reflects the issuance of 311 shares of Common Stock under the Issuer's 2018 Stock Incentive Plan (the "Plan") to Robert V. Delaney Jr. in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Delaney in the amount of $28,750. The price is based on the closing price of the Company's shares on July 10, 2026. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over shares held by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

Mr. Delaney is a member of the Issuer's board of directors, and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Reflects shares indirectly held by Mr. Delaney through The 2010 Delaney Family LLC, an entity which Mr. Delaney controls.

These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on July 10, 2026.

These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $5,000 and (iii) Mr. DeMartini's election in lieu of director fees for service Compensation Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on July 10, 2026.

Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Sipp on June 15, 2025. Such restricted shares vested on June 15, 2026. The net settlement price was the closing stock price on June 15, 2026.

Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

Mr. Delaney is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC, an entity which Mr. Delaney controls.

Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. (including shares issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly cash director fees for Mr. Delaney's service on the Issuer's board of directors, for which Mr. Delaney has previously assigned all rights, title and interest in such shares Crestview Advisors, L.L.C.). Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P.

Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

Mr. Delaney is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $5,000 and (iii) Mr. DeMartini's election in lieu of director fees for service Compensation Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on April 10, 2026.

These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on April 10, 2026.

These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2026.

These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2026.

Reflects the issuance of 424 shares of Common Stock under the Issuer's 2018 Stock Incentive Plan (the "Plan") to Robert V. Delaney Jr. in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Delaney in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2026. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over shares held by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

Mr. Delaney is a member of the Issuer's board of directors, and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Reflects shares indirectly held by Mr. Delaney through The 2010 Delaney Family LLC, an entity which Mr. Delaney controls.

These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2026.

On April 1, 2025, Amundi Asset Management S.A.S. ("Amundi AM") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Shareholder Agreement (the "Shareholder Agreement") in connection with the contribution by Amundi AM to the Issuer of all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM, in exchange for (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock"), representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock"), on the terms set forth in the Contribution Agreement (as defined in footnote 3). Amundi AM is a wholly-owned subsidiary of Amundi S.A. (Amundi AM, together with Amundi S.A., the "Reporting Persons").

On May 16, 2025, Amundi AM acquired beneficial ownership of an additional 5,436,318 shares of Preferred Stock as a result of a post-closing adjustment to the Preferred Stock received by Amundi AM at the closing of the transaction, which together with the Common Stock and Preferred Stock acquired at the closing of the transaction, resulted in Amundi AM beneficially owning 26.1% of the Issuer's outstanding capital stock as of the closing date of the transaction on a fully diluted basis.

On August 1, 2025, in accordance with the terms of the Contribution Agreement, dated July 8, 2024, by and between Amundi AM, Amundi S.A. and the Issuer, as amended on March 31, 2025 (the "Contribution Agreement"), Amundi AM forfeited its beneficial ownership of 44,026 shares of Preferred Stock as a result of a post-closing adjustment to the amount of Preferred Stock received by Amundi AM at the closing of the transaction pursuant to the Contribution Agreement.

The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

(continued from footnote 6) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

Reflects an exercise by Amundi AM, on the terms set forth in the Shareholder Agreement, of its right under the Shareholder Agreement to cause the Issuer to issue shares of Preferred Stock to Amundi AM in exchange for an equal number of shares of Common Stock.

On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote the shares of Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement").

(continued from footnote 9) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC have agreed not to nominate any person for election to the Board in lieu of, or in a contested election with, such nominee of Amundi AM, for so long as Amundi AM retains the right to nominate any person for election to the Board. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview and the ESC.

Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the shares of Common Stock held by any party thereto.

Pursuant to the terms of a Shareholder Agreement, the Reporting Persons are not permitted to transfer shares of Common Stock or Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.

Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025.

The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

(continued from footnote 6) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

Reflects an exercise by Amundi AM, on the terms set forth in the Shareholder Agreement, of its right under the Shareholder Agreement to cause the Issuer to issue shares of Preferred Stock to Amundi AM in exchange for an equal number of shares of Common Stock.

On April 1, 2025, Amundi Asset Management S.A.S. ("Amundi AM") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Shareholder Agreement (the "Shareholder Agreement") in connection with the contribution by Amundi AM to the Issuer of all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM, in exchange for (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock"), representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock"), on the terms set forth in the Contribution Agreement (as defined in footnote 3). Amundi AM is a wholly-owned subsidiary of Amundi S.A. (Amundi AM, together with Amundi S.A., the "Reporting Persons").

On May 16, 2025, Amundi AM acquired beneficial ownership of an additional 5,436,318 shares of Preferred Stock as a result of a post-closing adjustment to the Preferred Stock received by Amundi AM at the closing of the transaction, which together with the Common Stock and Preferred Stock acquired at the closing of the transaction, resulted in Amundi AM beneficially owning 26.1% of the Issuer's outstanding capital stock as of the closing date of the transaction on a fully diluted basis.

On August 1, 2025, in accordance with the terms of the Contribution Agreement, dated July 8, 2024, by and between Amundi AM, Amundi S.A. and the Issuer, as amended on March 31, 2025 (the "Contribution Agreement"), Amundi AM forfeited its beneficial ownership of 44,026 shares of Preferred Stock as a result of a post-closing adjustment to the amount of Preferred Stock received by Amundi AM at the closing of the transaction pursuant to the Contribution Agreement.

On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote the shares of Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement").

(continued from footnote 9) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC have agreed not to nominate any person for election to the Board in lieu of, or in a contested election with, such nominee of Amundi AM, for so long as Amundi AM retains the right to nominate any person for election to the Board. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview and the ESC.

Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the shares of Common Stock held by any party thereto.

Subject to certain exceptions, the shares of Common Stock vest as to 26,998 aggregate shares in equal installments on each of March 15, 2027, 2028 and 2029.

The price is based on the closing price of the Company's shares on March 13, 2026.

Subject to certain exceptions, the shares of Common Stock vest as to 101,994 aggregate shares in equal installments on each of March 15, 2027, 2028 and 2029.

The price is based on the closing price of the Company's shares on March 13, 2026.

Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2023, 2024 and 2025. Such restricted shares vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.

Subject to certain exceptions, the shares of Common Stock vest as to 39,748 aggregate shares in equal installments on each of March 15, 2027, 2028 and 2029.

The price is based on the closing price of the Company's shares on March 13, 2026.

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 15, 2023, 2024 and 2025. Such restricted shares vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.

Subject to certain exceptions, the shares of Common Stock vest as to 14,999 aggregate shares in equal installments on each of March 15, 2027, 2028, 2029 and 2030.

The price is based on the closing price of the Company's shares on March 13, 2026.

Subject to certain exceptions, the shares of Common Stock vest as to 16,499 aggregate shares in equal installments on each of March 15, 2027, 2028 and 2029.

The price is based on the closing price of the Company's shares on March 13, 2026.

Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Dhillon on March 15, 2023, 2024 and 2025. Such restricted shares vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.

Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Ms. Gupta on March 15, 2023, 2024 and 2025. Such restricted shares vested on March 15, 2026. The net settlement price was the closing stock price on March 13, 2026.

Subject to certain exceptions, the shares of Common Stock vest as to 62,246 aggregate shares in equal installments on each of March 15, 2027, 2028 and 2029.

The price is based on the closing price of the Company's shares on March 13, 2026.

As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock.

The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.

If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock.

The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.

If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock.

The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.

If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock.

The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.

If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock.

The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.

If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on January 12, 2026.

These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on January 12, 2026.

These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $5,000 and (iii) Mr. DeMartini's election in lieu of director fees for service Compensation Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on January 12, 2026.

Reflects the issuance of 417 shares of Common Stock under the Issuer's 2018 Stock Incentive Plan (the "Plan") to Robert V. Delaney Jr. in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Delaney in the amount of $28,750. The price is based on the closing price of the Company's shares on January 12, 2026. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over shares held by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

Mr. Delaney is a member of the Issuer's board of directors, and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Reflects shares indirectly held by Mr. Delaney through The 2010 Delaney Family LLC, an entity which Mr. Delaney controls.

These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on January 12, 2026.

These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on January 12, 2026.

Pursuant to the terms of a Shareholder Agreement, the Reporting Persons are not permitted to transfer shares of Common Stock or Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.

Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025.

The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

(continued from footnote 6) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

Reflects an exercise by Amundi AM, on the terms set forth in the Shareholder Agreement, of its right under the Shareholder Agreement to cause the Issuer to issue shares of Preferred Stock to Amundi AM in exchange for an equal number of shares of Common Stock.

On April 1, 2025, Amundi Asset Management S.A.S. ("Amundi AM") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Shareholder Agreement (the "Shareholder Agreement") in connection with the contribution by Amundi AM to the Issuer of all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM, in exchange for (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock"), representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock"), on the terms set forth in the Contribution Agreement (as defined in footnote 3). Amundi AM is a wholly-owned subsidiary of Amundi S.A. (Amundi AM, together with Amundi S.A., the "Reporting Persons").

On May 16, 2025, Amundi AM acquired beneficial ownership of an additional 5,436,318 shares of Preferred Stock as a result of a post-closing adjustment to the Preferred Stock received by Amundi AM at the closing of the transaction, which together with the Common Stock and Preferred Stock acquired at the closing of the transaction, resulted in Amundi AM beneficially owning 26.1% of the Issuer's outstanding capital stock as of the closing date of the transaction on a fully diluted basis.

On August 1, 2025, in accordance with the terms of the Contribution Agreement, dated July 8, 2024, by and between Amundi AM, Amundi S.A. and the Issuer, as amended on March 31, 2025 (the "Contribution Agreement"), Amundi AM forfeited its beneficial ownership of 44,026 shares of Preferred Stock as a result of a post-closing adjustment to the amount of Preferred Stock received by Amundi AM at the closing of the transaction pursuant to the Contribution Agreement.

On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote the shares of Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement").

(continued from footnote 9) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC have agreed not to nominate any person for election to the Board in lieu of, or in a contested election with, such nominee of Amundi AM, for so long as Amundi AM retains the right to nominate any person for election to the Board. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview and the ESC.

Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the shares of Common Stock held by any party thereto.

On April 1, 2025, Amundi Asset Management S.A.S. ("Amundi AM") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Shareholder Agreement (the "Shareholder Agreement") in connection with the contribution by Amundi AM to the Issuer of all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM, in exchange for (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock"), representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock"), on the terms set forth in the Contribution Agreement (as defined in footnote 3). Amundi AM is a wholly-owned subsidiary of Amundi S.A. (Amundi AM, together with Amundi S.A., the "Reporting Persons").

On May 16, 2025, Amundi AM acquired beneficial ownership of an additional 5,436,318 shares of Preferred Stock as a result of a post-closing adjustment to the Preferred Stock received by Amundi AM at the closing of the transaction, which together with the Common Stock and Preferred Stock acquired at the closing of the transaction, resulted in Amundi AM beneficially owning 26.1% of the Issuer's outstanding capital stock as of the closing date of the transaction on a fully diluted basis.

On August 1, 2025, in accordance with the terms of the Contribution Agreement, dated July 8, 2024, by and between Amundi AM, Amundi S.A. and the Issuer, as amended on March 31, 2025 (the "Contribution Agreement"), Amundi AM forfeited its beneficial ownership of 44,026 shares of Preferred Stock as a result of a post-closing adjustment to the amount of Preferred Stock received by Amundi AM at the closing of the transaction pursuant to the Contribution Agreement.

The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. ss. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

(continued from footnote 6) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

Reflects an exercise by Amundi AM, on the terms set forth in the Shareholder Agreement, of its right under the Shareholder Agreement to cause the Issuer to issue shares of Preferred Stock to Amundi AM in exchange for an equal number of shares of Common Stock.

On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote the shares of Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement").

(continued from footnote 9) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC have agreed not to nominate any person for election to the Board in lieu of, or in a contested election with, such nominee of Amundi AM, for so long as Amundi AM retains the right to nominate any person for election to the Board. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview and the ESC.

Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the shares of Common Stock held by any party thereto.

These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on October 10, 2025.

Reflects the issuance of 435 shares of Common Stock under the Issuer's 2018 Stock Incentive Plan (the "Plan") to Robert V. Delaney Jr. in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Delaney in the amount of $28,750. The price is based on the closing price of the Company's shares on October 10, 2025. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over shares held by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

Mr. Delaney is a member of the Issuer's board of directors, and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on October 10, 2025.

These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $5,000 and (iii) Mr. DeMartini's election in lieu of director fees for service Compensation Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on October 10, 2025.

These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on October 10, 2025.

These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on October 10, 2025.

On September 30, 2025, the reporting person transferred 21,342 shares of VCTR common stock to the Lawrence E. Davanzo and Christine Davanzo Revocable Trust for no consideration.

Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. (including shares issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly cash director fees for Mr. Delaney's service on the Issuer's board of directors, for which Mr. Delaney has previously assigned all rights, title and interest in such shares Crestview Advisors, L.L.C.). Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P.

Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

Mr. Delaney is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Reflects a pro rata distribution of common stock held by Crestview Advisors, LLC to each of its applicable partners for no consideration.

Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. (including shares issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly cash director fees for Mr. Delaney's service on the Issuer's board of directors, for which Mr. Delaney has previously assigned all rights, title and interest in such shares Crestview Advisors, L.L.C.). Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P.

Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

Mr. Delaney is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

Mr. Delaney is a member of the Issuer's board of directors and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC, an entity which Mr. Delaney controls.