[Form 4] Victory Capital Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Davanzo Lawrence reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings director Lawrence Davanzo received 424 shares of Common Stock as a grant in lieu of cash director fees. The stock was valued at $67.79 per share, equivalent to a $28,750 quarterly fee, based on the April 10, 2026 closing price.

After the grant, Davanzo directly holds 1,276 shares. Separately, 190,812 shares are held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, where he serves as trustee and disclaims beneficial ownership except for his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Davanzo Lawrence

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	424	$67.79	$29K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 1,276 shares (Direct); Common Stock — 190,812 shares (Indirect, See Footnote)

Footnotes (1)

1. 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. These securities are held directly by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, of which Mr. Davanzo serves as trustee. Mr. Davanzo disclaims beneficial ownership of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Davanzo is the beneficial owner of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Davanzo Lawrence

(Last) (First) (Middle)

C/O VICTORY CAPITAL HOLDINGS, INC.

15935 LA CANTERA PARKWAY

(Street)

SAN ANTONIO TEXAS 78256

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/10/2026		A		424	A	$67.79(1)	1,276	D
Common Stock								190,812	I	See Footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. 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.

2. These securities are held directly by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, of which Mr. Davanzo serves as trustee. Mr. Davanzo disclaims beneficial ownership of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Davanzo is the beneficial owner of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust.

	/s/ Nina Gupta, attorney-in-fact for Mr. Davanzo	04/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did VCTR director Lawrence Davanzo report?

Director Lawrence Davanzo reported receiving 424 shares of Victory Capital Common Stock as a grant. The shares were issued instead of a cash quarterly director fee and represent routine, compensation-related equity rather than an open-market stock purchase or sale.

What was the value of the Victory Capital (VCTR) shares granted to Davanzo?

The 424 shares granted to Lawrence Davanzo were valued at $28,750 in total. This value is based on a price of $67.79 per share, using Victory Capital’s closing share price on April 10, 2026 to convert his quarterly director fee into stock.

How many Victory Capital (VCTR) shares does Davanzo hold directly after this Form 4?

After the April 10, 2026 equity grant, Lawrence Davanzo directly holds 1,276 shares of Victory Capital Common Stock. This total reflects his updated direct ownership position following the award of 424 shares in lieu of receiving his quarterly director fees in cash.

What is the role of the Davanzo revocable trust in holding Victory Capital shares?

A total of 190,812 Victory Capital shares are held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust. Davanzo serves as trustee and disclaims beneficial ownership of those shares except for his pecuniary interest, indicating they are reported as indirect holdings associated with the trust.

Was Davanzo’s Victory Capital Form 4 a market buy or compensation award?

The Form 4 reflects a compensation-related stock award, not a market purchase. Victory Capital issued 424 shares to Lawrence Davanzo at the company’s election instead of paying $28,750 in cash director fees for his service on the board.