Victory Capital director receives 597 shares for fees

Q: How many VCTR shares did Alan Rappaport receive and at what price?

Alan Rappaport received 597 shares of Common Stock at $110.95 per share on October 12, 2026. They were issued in lieu of director fees, and his direct holdings after the transaction were 157,401 shares.

Q: Why did Alan Rappaport receive VCTR shares instead of cash?

The shares were issued in lieu of cash-payable fees: $28,750 for quarterly board service at the company’s election, $28,750 for quarterly board service at Mr. Rappaport’s election, $5,000 for chairing the Compensation Committee, and $3,750 for Audit Committee service.

The shares replaced quarterly board and committee fees that were payable in cash.

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Rhea-AI Filing Summary

Victory Capital Holdings, Inc. director Alan Rappaport received 597 shares of Common Stock on October 12, 2026, at $110.95 per share in lieu of director fees, bringing his direct holdings to 157,401 shares. Separately, ADR Partners held 298,861 shares; the entity is controlled by Mr. Rappaport, who disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 597 shares

Grant/Award 2 txns

Insider Rappaport Alan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock ^F1	597	$110.95	$66K
holding	Common Stock ^F2	--	--	--

Holdings After Transaction: Common Stock — 157,401 shares (Direct); Common Stock — 298,861 shares (Indirect, See Footnote)

Footnotes (2)

F1. These shares of Common Stock were issued to Mr. Rappaport at: (i) 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 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on October 12, 2026.
F2. These securities are held directly by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.

Key Figures

Common Stock received: 597 shares Price per share: $110.95 per share Direct holdings after transaction: 157,401 shares +1 more

4 metrics

Common Stock received 597 shares October 12, 2026

Price per share $110.95 per share Based on the closing price on October 12, 2026

Direct holdings after transaction 157,401 shares Alan Rappaport

ADR Partners shares held 298,861 shares ADR Partners is controlled by Alan Rappaport

Key Terms

pecuniary interest, beneficial ownership, quarterly director fees

3 terms

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

beneficial ownership regulatory

"disclaims beneficial ownership of the shares held by ADR Partners"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

quarterly director fees financial

"in lieu of quarterly director fees for service on the Company Board"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many VCTR shares did Alan Rappaport receive and at what price?

Alan Rappaport received 597 shares of Common Stock at $110.95 per share on October 12, 2026. They were issued in lieu of director fees, and his direct holdings after the transaction were 157,401 shares.

Why did Alan Rappaport receive VCTR shares instead of cash?

The shares were issued in lieu of cash-payable fees: $28,750 for quarterly board service at the company’s election, $28,750 for quarterly board service at Mr. Rappaport’s election, $5,000 for chairing the Compensation Committee, and $3,750 for Audit Committee service.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/14/2026 - 05:14 PM EDT Accepted by SEC EDGAR 10/14/2026 - 05:14 PM EDT

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
Estimated average burden
hours per response:			0.5

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^*

Rappaport Alan

(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)
10/12/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	10/12/2026		A		597	A	$110.95⁽¹⁾	157,401	D
Common Stock								298,861	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares of Common Stock were issued to Mr. Rappaport at: (i) 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 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on October 12, 2026.

2. These securities are held directly by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.

	/s/ Nina Gupta, attorney-in-fact for Mr. Rappaport	10/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR