UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.           )

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☐	Definitive Proxy Statement
☒	Definitive Additional Materials
☐	Soliciting Material under §240.14a‑12

VICTORY CAPITAL HOLDINGS, INC.
(Name of Registrant as Specified In Its Charter)
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*** Exercise Your Right to Vote ***  Important Notice Regarding the Availability of Proxy Materials for the  Shareholder Meeting to Be Held on May 20, 2020.  Meeting Information  VICTORY CAPITAL HOLDINGS, INC.  Meeting Type: Annual Meeting  For holders as of: March 25, 2020  Date: May 20, 2020 Time: 8:00 A.M. ET  Location:  Meeting live via the Internet-please visit  www.virtualshareholdermeeting.com/VCTR2020.  The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/VCTR2020 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX  (located on the following page).   VICTORY CAPITAL HOLDINGS, INC.  15935 LA CANTERA PARKWAY  SAN ANTONIO, TX 78256  You are receiving this communication because you hold shares in the company named above.  This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).  We encourage you to access and review all of the important information contained in the proxy materials before voting. D02126-P37182  See the reverse side of this notice to obtain proxy materials and voting instructions.

Before You Vote  How to Access the Proxy Materials  Proxy Materials Available to VIEW or RECEIVE:  NOTICE AND PROXY STATEMENT FORM 10-K  How to View Online: Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX  (located on the following page) and visit: www.proxyvote.com.  How to Request and Receive a PAPER or E-MAIL Copy:  If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:    1) BY INTERNET: www.proxyvote.com  2) BY TELEPHONE: 1-800-579-1639  3) BY E-MAIL*: sendmaterial@proxyvote.com  * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX  (located on the following page) in the subject line.  Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before May 6, 2020 to facilitate timely delivery.  How To Vote  D02127-P37182  Please Choose One of the Following Voting Methods  Vote By Internet:  Before The Meeting:  Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX  (located on the following page) available and follow the instructions.  During The Meeting:  Go to www.virtualshareholdermeeting.com/VCTR2020. Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX  (located on the following page) available and follow the instructions.  Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

The Board of Directors recommends you vote FOR the following:  1. Election of three Class II Directors  Nominees:  1a. James B. Hawkes  1b. Robert J. Hurst  1c. Alan H. Rappaport  The Board of Directors recommends you vote FOR the following proposal:  2. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020.  NOTE: Such other business as may properly come before the meeting or any adjournment thereof.  D02128-P37182

D02129-P37182