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

Rhea-AI Filing Summary

Lawrence Davanzo, a director of Victory Capital Holdings, Inc. (VCTR), reported a transfer of 21,342 shares of common stock to the Lawrence E. Davanzo and Christine Davanzo Revocable Trust on 09/30/2025 for no consideration. After the transfer the report shows 0 shares held directly and 190,812 shares held indirectly by the Revocable Trust, of which Mr. Davanzo serves as trustee. The filing includes a standard disclaimer that he disclaims beneficial ownership of the trust shares except to the extent of any pecuniary interest. The Form 4 was signed by an attorney-in-fact on 10/10/2025.

Insights

Corporate Governance Analyst

Director moved 21,342 VCTR shares into a family revocable trust on 09/30/2025.

The transfer of shares to a revocable trust is commonly an estate-planning or household-asset consolidation step; the filing shows the shares were moved for no consideration and now sit in the Lawrence E. Davanzo and Christine Davanzo Revocable Trust with Mr. Davanzo as trustee.

Because the report records 0 direct shares and 190,812 indirect shares, investors should note the change in direct ownership but recognize the filing also contains a formal disclaimer of beneficial ownership except for pecuniary interest. Watch subsequent Form 4/Filing activity for any sales, additional transfers, or changes in trustee status over the next 12 months.

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

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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 TX 78256

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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

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

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

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	09/30/2025		G		21,342	D	$0	0	D(1)
Common Stock								190,812	I(1)	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. 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.

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	10/10/2025
	** 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.

FAQ

What did VCTR director Lawrence Davanzo report on the Form 4?

The Form 4 reports a transfer of 21,342 VCTR common shares to the Lawrence E. Davanzo and Christine Davanzo Revocable Trust on 09/30/2025, for no consideration.

How many VCTR shares does Mr. Davanzo hold directly and indirectly after the transaction?

After the reported transfer, the filing shows 0 shares held directly and 190,812 shares held indirectly by the Revocable Trust.

Did the filing indicate any sale or proceeds from the transfer?

No. The filing states the transfer was made for no consideration, indicating there were no proceeds reported from this transaction.

What is the nature of Mr. Davanzo’s control over the trust shares?

The filing states Mr. Davanzo serves as trustee of the Revocable Trust but includes a disclaimer that he disclaims beneficial ownership except to the extent of any pecuniary interest.

When was the Form 4 signed and filed?

The Form 4 bears a signature by an attorney-in-fact for Mr. Davanzo dated 10/10/2025.