Victory Capital Holdings, Inc.

This compensation discussion and analysis (CD&A) describes the philosophy, objectives, process, components and additional aspects of our executive compensation program for the fiscal year ended December 31, 2025. This CD&A is intended to be read in conjunction with the compensation tables that immediately follow this section, which provide historical compensation information for our named executive officers (NEOs):

I. EXECUTIVE SUMMARY

Company Overview: 2025 Financial Performance and Strategic Performance

Victory Capital is a diversified global asset management firm with total client assets of $316.6 billion, assets under management (“AUM”) of $313.8 billion and other assets of $2.8 billion as of December 31, 2025. During 2025, we closed on a reciprocal 15-year distribution agreement with Amundi Global that combined the Amundi US business into Victory Capital, and Amundi Global became a strategic shareholder of Victory, which added significantly to our AUM. Our differentiated business platform combines boutique investment qualities of traditional and alternative investment managers with the benefits of an integrated, centralized (not standardized) operating and distribution platform.

Victory Capital provides specialized investment strategies to institutions, intermediaries, retirement platforms and individual investors. With 8 Investment Franchises and a Solutions platform, Victory Capital offers a wide array of investment products and services, including mutual funds, ETFs, separately managed accounts, alternative investments, third-party ETF model strategies, collective investment trusts, private funds, a 529 Education Savings Plan, and brokerage services.

Our Company’s performance was strong during 2025 as reflected in our investment, financial and strategic results:

Shareholder Return Performance: We have delivered meaningful Total Shareholder Return (TSR) over the past five years, outperforming the S&P 500 Index and a custom peer group of asset management firms comprised of Affiliated Managers Group, Inc., Artisan Partners Asset Management Inc., Acadian Asset Management and Virtus Investment

Partners, Inc. The graph assumes that $100 was invested at the market close on December 31, 2020 in our common stock, the S&P 500 Index and the peer group and assumes reinvestment of any dividends. The stock price performance of the following graph is not necessarily indicative of future stock price performance.

Investment Performance: Our investment performance — which is the best indicator of our ability to deliver superior results for clients and ultimately shareholders — continued to be strong with 65% of mutual fund and ETF AUM earning four or five star overall Morningstar ratings as of December 31, 2025. This was broadly diversified across 54 different products. 42% of our AUM in mutual funds and ETFs were ranked in the top quartile by Morningstar over a three-year period. As of December 31, 2025, 78% of our strategies by AUM had returns in excess of their respective benchmarks over a ten-year period, 68% over a five-year period, 63% over a three-year period, and 63% over a one-year period. On an equal-weighted basis, 68% of our strategies outperformed their benchmarks over a ten-year period, 69% over a five-year period, 62% over a three-year period, and 60% over a one-year period.

All figures as of December 31, 2025

•

Financial Performance: Our financial performance was record breaking relative to prior years and strong relative to the industry environment as measured by revenues, earnings, and capital returned to our shareholders, reflecting, in part, the transaction with Amundi US as well as strong overall performance.

All figures as of December 31, 2025

•

Financial Performance: Our financial performance was record breaking relative to prior years and strong relative to the industry environment as measured by revenues, earnings, and capital returned to shareholders.

(1)

Values in this section are shown on an “as adjusted” basis. For a reconciliation with GAAP, please see Appendix A

Strategic Performance: Our performance versus key strategic objectives was also strong during 2025. In particular:

• We closed our strategic transaction with Amundi Global to combine their U.S. operations into Victory Capital and established a 15-year global distribution agreement making Victory the exclusive provider of traditional U.S. manufactured active asset management products for Amundi Global outside of the U.S., where Amundi Global has a local presence in 35 countries and 550 sales professionals across geographies. We now serve investors located in more than 60 countries around the world. As of December 31,2025, 17% of our AUM was managed on behalf of clients outside of the United States.

• We successfully onboarded Pioneer Investments as our 8th and largest Investment Franchise with $132 billion in AUM as of year-end. Pioneer Investments further diversifies and strengthens Victory’s overall product offerings across Equity, Multi-Asset, and Fixed Income asset classes. Pioneer contributed over $31 billion in gross sales and was $2 billion in positive net flows since Apri 1, 2025, the date of the Amundi US transaction.

• We increased our pre-deal net expense synergy target of $100 million to $110 million to be realized within 24 months of closing. At year-end, $97 million in net expense synergies have been realized on a run rate basis. We are on track to achieve our full $110 million target in 2026, ahead of our original timeline.

• We continued to advance our product development initiatives with the development of three new ETFs, two UMA extensions, and the launch of five new UCITS funds in partnership with Amundi Global.

• We strengthened our balance sheet to increase flexibility and support our overall M&A strategy. We accumulated cash and reduced our leverage ratio from 1.7x in Q4 2024 to 1.0x in Q4 2025.

• We retained key talent from the former Amundi US team with emphasis on organizational depth and leadership planning.

• We continued to invest for future growth in our distribution platforms and in strategic areas including data and analytics, digital marketing, technology, product development and strategic hiring in a number of areas.

2025 Executive Pay Decisions

Following a rigorous evaluation of performance, our Compensation Committee made the following decisions about 2025 compensation for our NEOs. Importantly, the amounts shown below correspond with how our Board and Compensation Committee consider pay for purposes of annual pay decision-making. This table is not a substitute for the Summary Compensation Table, which is set forth on page B-29, with the pay amounts shown below displayed in a manner that differs from the rules applicable to the Summary Compensation Table.

(1) Joined Victory on 4/1/2025; total 2025 compensation excludes a $3 million RSA sign-on bonus.

II.

OUR EXECUTIVE COMPENSATION PROGRAM

Our executive compensation program is inextricably linked to our strategic objectives, culture, human capital approach and the working relationship between our Board and management.

Overall Business Objectives, Pay Objectives and Pay Decision-Making

For the past 13 years—first, as an independent, private Company, and since 2018 as a publicly held company—we have operated with one objective: to deliver superior long-term results to our clients and shareholders. We work to achieve this objective by:

• Recognizing that our greatest asset is our people, who strive for excellence in investment performance, client service, and shareholder returns,

• Promoting a culture of ownership of our investment products, our Company’s equity, and in the work that we do,

• Providing our Investment Franchises with investment autonomy, skilled resources, and operating clarity,

• Promoting an operating environment focused on service excellence and an ownership mindset, and

• Ensuring ongoing, engaged and informed dialogue between our senior management team and our Board of Directors about our Company’s planned and actual performance.

Our executive compensation program supports our Company’s objectives by:

• Balancing, and aligning, the need to provide our employees with fair, competitive, and performance-based pay and our shareholders with strong financial returns,

• Empowering our Board to make appropriate decisions about pay, based on careful consideration of financial markets performance and their effects on our business results; the goals set under our rigorous goal-setting process; our performance relative to those goals; new and emerging business priorities, opportunities, and risks; and labor market pay trends and requirements, and

• Reinforcing reciprocal trust between our different stakeholders: clients, shareholders, and employees.

In more specific terms, our executive pay program consists of base salary and total incentive awards that contain cash and equity components. In making decisions about our NEOs’ total compensation, our Compensation Committee considers:

• Company and individual performance relative to investment, financial and strategic objectives,

• Pay requirements for our investment and sales teams and our support staff,

• The individual NEO’s prior year total compensation and current base salary,

• Competitive market pay rates for the individual NEO’s position, and

• The desired allocation of total incentive awards between cash and equity components—a relationship that can vary from year-to-year based on an assessment of available share reserve levels, the value of individual NEOs’ unvested equity holdings and its retentive value, and other factors.

Executive Compensation Program Principles

Our Compensation Committee regularly reviews our executive compensation program to ensure that it supports the following principles:

• Enhance shareholder value creation and align shareholder and management interests by delivering a significant portion of total incentives in equity that is subject to multi-year vesting.

• Attract and retain top talent—not just executives, but at all job levels and across all functions—recognizing that we operate in an intensely competitive, people-dependent business and our employees are the greatest source of sustained, competitive advantage.

• Pay for performancefor execution of our investment, financial and strategic objectives that, over time, directly align with long-term value creation for our clients and shareholders.

• Emphasize variable, at-risk pay, with fixed base salary representing a relatively small portion of our NEOs’ total compensation.

• Reflect best practices relative to pay governance and pay disclosure.

Compensation Program Governance

Our Compensation Committee assesses the effectiveness of our executive compensation program to mitigate risk and ensure sound governance, which includes adhering to the following best practices:

Compensation Program Elements

Our executive compensation program consists of base salary and total incentive awards that include a cash bonus component and an equity component. The Compensation Committee regularly reviews our executive compensation program to ensure that it aligns with our compensation principles and objectives, business strategy, and competitive market practice. Reflecting our performance-based culture, the majority of our NEOs’ total compensation is variable, at-risk pay, with a significant portion of that pay delivered in equity that reinforces clear and direct alignment with long-term shareholder interests and returns.

III.

COMPENSATION DETERMINATION PROCESS

Compensation Process Calendar

Our Compensation Committee takes a structured approach to establishing goals and objectives, reviewing Company and individual performance, and determining NEO compensation. This process takes place over the course of each year as described below.

Role of the Compensation Committee

The Compensation Committee establishes our compensation philosophy, objectives, and principles; determines the structure, components, and other elements of executive compensation; and reviews and approves the compensation of our NEOs and as applicable recommends it for approval by the Board of Directors.

In accordance with its charter, the Compensation Committee:

• Takes an active role in reviewing and approving our near- and long-term strategic goals and objectives and the goals and objectives of our individual NEOs, focusing largely on our CEO.

• Reviews and evaluates our Company’s performance and our CEO’s performance and recommends to the Board the approval of our CEO’s total compensation (generally at its January meeting).

• Reviews and approves our CEO’s recommendations for other NEOs’ total compensation and recommends it to our Board as required by federal securities laws.

• Reviews all of our compensation programs, covering our NEOs, investment franchises and other Victory employees, ensuring that these programs are aligned with our clients’ and our shareholders’ interests and are not likely to increase risk to the Company.

• Reviews all our benefits programs covering our employees to ensure our benefits offering remains comprehensive and competitive.

The composition of both our Board, on the one hand, and our executive management team, on the other, has remained relatively consistent, enabling Board members, including those who have served on the Compensation Committee, to have a deep understanding of the asset management industry, our Company, our executive compensation program, and each of our NEOs.

Our CEO is not present when the Compensation Committee discusses and formulates the final compensation recommendation for the CEO.

Role of the Independent Compensation Consultant

The Compensation Committee recognizes that there is value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. The Compensation Committee has engaged Aon McLagan to serve as its independent compensation consultant. Aon McLagan has provided the Compensation Committee with guidance about competitive pay trends and pay levels, counsel related to executive compensation program practices and program design, and assistance in other related matters.

The Compensation Committee has assessed the independence of Aon McLagan pursuant to SEC and Nasdaq rules, considering each of the factors set forth by the SEC and the Nasdaq with respect to a compensation consultant’s independence. Based on its evaluation of these factors, the Compensation Committee concluded that there were no conflicts of interest, and that Aon McLagan is independent.

While the Compensation Committee took into consideration the review and recommendations of Aon McLagan as well as the practices of our compensation peer group when making decisions about our executive compensation program, ultimately, the Compensation Committee made its own independent decisions in determining our executives’ compensation.

Role of the CEO

With the input of the CEO, the Compensation Committee also establishes the compensation for all the other NEOs. As part of this process, the CEO evaluates the other NEOs’ performance, reviews the market pay competitiveness of the other NEOs’ positions, and makes recommendations to the Compensation Committee regarding the other NEOs’ base salary and total incentive levels.

The CEO’s input is particularly important given his greater insights relative to these NEOs’ day-to-day performance and the significance of incentive compensation in driving overall results. While the Compensation Committee considers the CEO’s pay recommendations related to the other NEOs, the Compensation Committee makes the ultimate determinations regarding the compensation of these officers, subject to the Board’s final approval as required by federal securities laws.

Role of Management

The Compensation Committee also works with members of our management team, including Finance and Human Resource professionals. Management supports the Compensation Committee by providing information on Company and individual performance and management’s perspective and recommendations on compensation matters. The Compensation Committee does not delegate any of its functions to others in setting the compensation of our NEOs.

Competitive Market Information

The Compensation Committee determines executive compensation based on a holistic and balanced assessment of multiple factors, including our performance relative to financial and strategic objectives (viewed quantitatively and qualitatively), the individual NEO’s portfolio of responsibilities, performance and compensation paid in prior years, employee retention, turnover, and competitive market pay trends.

The Compensation Committee believes that obtaining relevant market data is important because it serves as a reference point for making decisions and provides helpful external context. When making decisions about the structure and component mix of our NEOs’ compensation, the Compensation Committee takes into consideration the amounts, structure, and components of the executive compensation programs of other comparable companies, as derived from public filings, surveys and other sources, including materials provided by its independent compensation consultant.

In assessing pay levels and practices of comparable companies, the Compensation Committee considers data from multiple peer groups, including:

• Survey data for a broad range of publicly- and privately-owned asset management firms with assets under management (AUM) within a reasonable range of Victory’s current AUM.

• Proxy statement data for the following publicly owned asset management firms:

Consistent with best practices for corporate governance, the Compensation Committee completes an annual review of these peers and the associated competitive market information.

Compensation Committee’s Use of Judgement in Determining Incentive Payouts

As a global asset management firm, our revenues vary with the performance of financial markets. Holding all other variables constant, when, for example, equity or fixed income markets rise, our Company’s revenues increase. Conversely, when equity or fixed income markets decline, our Company’s revenues decrease. Given that financial market performance is both uncertain and outside of our management’s control, we believe that it would not be prudent to link our NEOs’ compensation to business results using rigid formulas or incentive payout scales. That is, with financial markets having a significant impact on our financial results, using rigid formulas and/or payout scales could have unintended consequences, such as overemphasizing short-term performance or inadvertently over-paying or under-paying our NEOs—regardless of the NEOs’ true impact on delivering results for our clients or shareholders.

For these reasons, our Compensation Committee believes that holistic judgment is required to effectively evaluate our NEOs’ performance and determine their annual compensation. Our decision-making approach is rigorous, complex, time-consuming and deliberate, especially given that it involves isolating factors that were outside of management’s control (e.g., financial market impact on our revenues) from those that were within their control. As part of this approach, the Compensation Committee employs a consistent, structured process for:

• Establishing financial/quantitative and strategic/qualitative objectives that will drive sustained increases in shareholder value

• Reviewing performance versus these objectives at regularly scheduled meetings throughout the year

• Referencing competitive market information provided by the compensation consultant, and executives’ prior year compensation

• Reviewing Company and individual achievements with NEOs at these regularly scheduled meetings, and

• After year end, determining total incentive awards for each NEO and the allocation of the total incentive award into cash bonus and equity components.

The Compensation Committee strongly believes that, given the nature of our business, our shareholders benefit from an executive pay program that is based on a thoughtful, holistic, rigorous and deliberate decision-making process, rather than one that is based on rigid and inflexible formulas.

IV.

2025 EXECUTIVE COMPENSATION

As noted earlier, our Compensation Committee takes:

• A consistent, structured approach to establishing goals and objectives, reviewing Company and individual performance against such goals, and determining NEO compensation.

• An approach to pay decision-making and awards of total cash and equity incentives that considers: (1) each NEO’s position, experience, prior year total compensation and current base salary; (2) the competitive market for the position; (3) the desired allocation between cash bonus and equity components, and (4) most importantly, the Company’s and individual’s actual performance versus Company-wide and individual goals.

Reflecting these approaches, this section of our CD&A reviews how, in January 2026, the Compensation Committee assessed 2025 performance and determined 2025 NEO compensation.

The Compensation Committee’s evaluation of 2025 performance focused primarily on the Company’s overall performance versus investment, financial and strategic objectives, recognizing that:

• Our Company’s long-term success ultimately depends on delivering superior investment performance for clients. Our NEOs directly and indirectly impact the investment performance in their roles. Our President, Investment Franchises and Solutions, Head of ETFs is directly responsible for the investment performance of our Solutions platform while all of our NEOs play critical roles in recruiting, retaining and motivating investment talent and ensuring an environment that puts them in the best position to succeed. Our NEOs oversee the operating platform upon which the investment teams rely, freeing the teams to focus on managing assets and serving clients.

• Our NEOs are primarily responsible for achieving our strategic and financial objectives, with our CEO responsible for all of these objectives and the other NEOs responsible for different cascading combinations of these objectives, depending on their particular position.

The Compensation Committee’s evaluation emphasized the strong success of the CEO and other NEOs in achieving key investment and strategic goals, and achieving record financial performance relative to annual revenue, Adjusted EBITDA, Adjusted EBITDA margins, Adjusted Net Income with Tax Benefit and Adjusted Net Income with Tax Benefit per Diluted Share. The Compensation Committee’s assessment of our Company and NEO’s 2025 performance is summarized below.

• Assisted with on-boarding two Amundi directors. • Post closing of the Amundi Transaction, sought opportunities to efficiently integrate personnel, consolidate vendors and service providers, and generate expense synergies in conjunction with the Amundi transaction, contributing substantially to the progress on achieving the overall expense synergies. • With respect to product, distribution and marketing initiatives: • Assisted with launches of new products and vehicles and helped with evaluations of new product ideas. • Assisted with franchise closures, fund liquidations and product rationalizations to ensure optimal resource allocation. • Assisted with the expansion of ETF distribution in Asia.• Actively partnered with prospects, clients globally and internal teams on RFPs, client due diligence, and client onboarding activities. • Contributed to various technology, data security and product initiatives, including the continued evolution of the Company’s framework for the use of Artificial Intelligence. • Ensured compliance with new SEC, FINRA and DOL rules applicable to Victory’s business. • Oversaw and assisted with key litigation involving the Company and its affiliates. • Maintained and protected the Company’s worldwide trademark portfolio. • Worked closely with the Company’s Mutual Fund Board of Trustees in connection with legal and compliance matters. • Supported the Company’s ongoing evaluation of acquisition activities by providing legal advice, conducting due diligence, and drafting and reviewing documents. • Continued to act as the Company corporate secretary, worked on corporate governance matters, and supported the Company’s corporate board and various committees to satisfy their obligations under NASDAQ rules.

In connection with joining the Company, the Committee made a sign-on grant to Mr. Sipp with a target value of $3,000,000 in the form of 48,701 RSUs in order to immediately align his interests with those of our shareholders and the other executive officers of the Company.

Our Compensation Committee’s determinations of 2025 total incentives for each of our NEOs and the allocation of their 2025 total incentive between cash and equity components is shown below. These incentive amounts recognize that:

• Our CEO and Company performed at an “Exceptional Performance” level in 2025, with investment performance rated as “Exceeds Expectations”, financial performance rated at “Exceptional Performance” and strategic performance rated at “Exceptional Performance”. In short, it was an extraordinary year for the Company.

• Our Compensation Committee continues its long-standing approach of balancing the need to provide shareholders with superior financial returns and to provide employees with competitive compensation.

• In setting the 2025 allocations between cash bonus and restricted stock, the Committee took into account the available share reserve levels, the value of individual NEOs’ unvested equity holdings and its retentive value, and other factors.

(1) Joined Victory on 4/1/2025; total 2025 compensation excludes a $3 million RSA sign-on bonus

Post-Employment Compensation

Qualified Retirement Plans

We offer a tax-qualified 401(k) defined contribution plan covering substantially all of our U.S. employees, including our NEOs. Eligible employees may make voluntary pre-tax and post-tax contributions to the 401(k) plan and, for employees who have completed at least one year of service, are eligible for matching company contributions in an amount equal to 100% of the first 6% of the employee’s eligible compensation contributed to the plan. The 401(k) plan also permits discretionary company contributions. All contributions to the 401(k) plan are subject to certain limitations under the Internal Revenue Code.

Nonqualified Deferred Compensation Plan

Messrs. Brown, Policarpo, Dhillon and Ms. Gupta currently participate in the Victory Capital Management Inc. Deferred Compensation Plan, or the NQDC Plan, a nonqualified deferred compensation plan maintained by us primarily for the benefit of a select group of management or highly compensated employees. Pursuant to the NQDC Plan, participants may elect to defer up to 100% of their base compensation and cash incentive compensation. The Company may provide a matching contribution, up to a limit, and may also provide a discretionary contribution. A participant is 100% vested in their deferral contributions when contributed and 100% vested in our matching contributions after three years of continuous service. All of our NEOs who participate are fully vested in their NQDC account balances as they have met the vesting criteria of three years of continuous service.

Change In Control and Severance Provisions

We believe that the possibility of a change in control creates uncertainty for our NEOs regarding their continued employment, because such transactions frequently result in senior management changes. Change in control protections help to alleviate these concerns, allowing executives to focus their attention on growing our business. In addition, these protections encourage executives to remain with us during the threat or negotiation of a change in control transaction, which preserves our value and the potential benefit to be received by our shareholders in the transaction.

We also believe that protection against an involuntary termination (even outside of the change in control context) helps us remain competitive given the challenge of recruiting qualified individuals to fill our senior executive roles.

We have entered into an employment agreement with Mr. Brown, which provides for certain payments to be made in connection with certain terminations of employment and/or a change in control. In addition, Mr. Policarpo, Ms. Gupta, Mr. Dhillon and Mr. Sipp are eligible to receive severance pursuant to our severance plan in connection with certain terminations of employment. Except as may otherwise be provided in an employment agreement, restricted shares under the Amended and Restated 2018 Stock Incentive Plan (“2018 Stock Incentive Plan”) are not subject to accelerated vesting upon a change in control and will generally be forfeited upon a termination of employment for any reason prior to vesting. We do not provide excise tax “gross-ups” to any of our NEOs related to change in control payments.

See “—Potential Payments upon a Termination or Change in Control” below for further information.

Health and Welfare and Other Benefits

Our NEOs are eligible to participate in the employee benefit plans that we offer to our employees generally, including medical, dental, vision, life and accidental death and dismemberment, disability, supplemental life, a health savings account, health and dependent care flexible spending accounts, critical illness and accident benefit plans, as well as commuter benefits and health and wellness rewards.

We believe the benefits described above are necessary and appropriate to provide a competitive compensation package to our NEOs.

V. ADDITIONAL COMPENSATION POLICIES AND PRACTICES

Clawback Policy

We have adopted a clawback policy designed to recoup any erroneously awarded compensation resulting from certain accounting restatements. If we are required to prepare an accounting restatement because of either (i) the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, then all incentive compensation that is earned based on a financial reporting measure that is paid or credited to each current or former executive officer for the restated period (up to three years) will be recalculated based on the restated results. To the extent the recalculated incentive compensation is less than the incentive compensation actually paid or credited to such executive officer for that period, the excess amount must be returned to the Company.

In the event of an executive officer’s failure to repay any erroneously awarded compensation due under the clawback policy, we would enforce the clawback policy and pursue other remedies to the fullest extent permitted by law, unless certain conditions are met, and the Compensation Committee determines that recovery would be impracticable.

The clawback policy conforms to the final clawback rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act promulgated on October 26, 2022, as well as the corresponding Nasdaq listing standards.

Executive Stock Ownership Guidelines

We believe that the Company and our shareholders are best served when executive officers manage the business with a long-term perspective. As such, we have implemented executive share ownership guidelines, as we believe share ownership is an important tool to strengthen the alignment of interests among our executive officers and our shareholders, to reinforce executive officers’ commitment to us and to demonstrate our commitment to sound corporate governance. The guidelines require that within five years of being appointed to a covered position, the CEO hold a minimum of six times, and the other executive officers hold a minimum of three times the value of their annual base salary in Company stock.

For this purpose, time-based restricted shares (whether or not vested) and Company shares directly or beneficially owned by the executive, or the executive’s immediate family members, will count for purposes of satisfying the ownership requirement, but not vested or unvested options, unexercised options or unearned performance-based restricted stock. After the initial five-year phase-in period, compliance with the ownership requirement will be measured as of the last trading day of each calendar year.

Anti-Hedging and Anti-Pledging Policy

We have adopted an insider trading policy that prohibits our NEOs and directors from engaging in any hedging transactions (including transactions involving prepaid variable forwards, equity swaps, collars and exchange funds) that are designed to hedge or speculate on any change in the market value of our equity securities. It also explicitly prohibits our NEOs and directors from effecting short sales of our equity securities, which are inherently speculative in nature and contrary to the best interests of the Company and our shareholders. Our insider trading policy also prohibits our NEOs and directors from pledging the Company’s securities in any circumstance, including by purchasing Company securities on margin or holding the Company’s securities in a margin account.

Compensation Risk Management

The Compensation Committee has undertaken a risk assessment of our compensation programs to determine whether these programs are appropriately designed and to ensure that they do not promote risk-taking by individual employees or increase risk to the Company. Following this comprehensive review of the design, administration, and controls of these programs, the Compensation Committee was satisfied that our programs are well structured with strong governance and oversight mechanisms in place to minimize and mitigate potential risk and that any risks arising from our compensation programs are not reasonably likely to have a material adverse effect on the Company.

Equity Granting Practices

The Committee does not generally grant stock options and did not grant stock options in 2025. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards. Stock options or other equity grants could be awarded on an off-cycle basis, including to new hires and in connection with acquisitions. The Companyhas not timed the disclosure of material nonpublic information to affect the value of executive compensation.