Victory Capital (NASDAQ: VCTR) director paid fees in stock shares

Rhea-AI Filing Summary

Victory Capital Holdings director Mary M. Jackson reported receiving company stock as part of her board compensation. On January 12, 2026, she was issued 417 shares of Victory Capital common stock at a price of $68.93 per share. According to the filing, these shares were granted at the company’s election in lieu of quarterly director fees that otherwise would have been paid in cash totaling $28,750.

After this stock issuance, Ms. Jackson beneficially owned 6,669 shares of Victory Capital common stock held directly. This reflects routine equity-based compensation for her service on the company’s board of directors.

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

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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^*

Jackson Mary M.

(Last) (First) (Middle)

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)
01/12/2026

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	01/12/2026		A		417	A	$68.93(1)	6,669	D

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 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.

	/s/ Nina Gupta, attorney-in-fact for Ms. Jackson	01/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transaction did Victory Capital (VCTR) report for Mary M. Jackson?

The company reported that director Mary M. Jackson received 417 shares of Victory Capital common stock on January 12, 2026, recorded as an acquisition under transaction code A.

How many Victory Capital shares did Mary M. Jackson receive and at what price?

Mary M. Jackson received 417 shares of Victory Capital common stock at a price of $68.93 per share.

Why were the 417 Victory Capital shares issued to Mary M. Jackson?

The 417 shares were issued to Ms. Jackson at the company’s election in lieu of quarterly director fees payable in cash in the amount of $28,750 for her service on the company’s board.

How many Victory Capital shares does Mary M. Jackson own after this transaction?

Following the reported transaction, Mary M. Jackson beneficially owned 6,669 shares of Victory Capital common stock.

Is Mary M. Jackson an officer or a director of Victory Capital?

Mary M. Jackson is reported as a director of Victory Capital Holdings, Inc., and is not listed as an officer or 10% owner in this filing.

Was this Victory Capital insider transaction reported as directly owned or indirectly owned shares?

The filing shows that Ms. Jackson’s 6,669 shares following the transaction are held with direct (D) ownership.