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Victory Capital (NASDAQ: VCTR) grants 311 shares as director fees

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Form Type
4

Rhea-AI Filing Summary

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

Victory Capital Holdings director Lawrence Davanzo received a grant of 311 shares of common stock on July 10, 2026, as quarterly board fees paid in stock instead of $28,750 cash, valued using the $92.24 closing price per share. After this award he holds 1,587 shares directly. A revocable trust for Lawrence and Christine Davanzo, where he serves as trustee, holds 190,812 shares; he disclaims beneficial ownership of those trust shares except for his pecuniary interest.

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Insider Davanzo Lawrence
Role Director
Type Security Shares Price Value
Grant/Award Common Stock F1 311 $92.24 $29K
holding Common Stock F2 -- -- --
Holdings After Transaction: Common Stock — 1,587 shares (Direct); Common Stock — 190,812 shares (Indirect, See Footnote)
Footnotes (2)
  1. F1. 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 July 10, 2026.
  2. F2. 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.
Director stock grant 311.0000 shares Common stock granted to Lawrence Davanzo on July 10, 2026 as director fees
Cash fees replaced by stock $28,750 Quarterly director fees paid in stock at company election instead of cash
Grant valuation price 92.2400 per share Closing price of Victory Capital shares on July 10, 2026 used for the grant
Direct holdings after grant 1587.0000 shares Total common shares held directly by Lawrence Davanzo following the transaction
Trust holdings 190812.0000 shares Common shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust
Transaction date July 10, 2026 Date of the director stock grant and valuation price used
Grant, award, or other acquisition financial
"Transaction code description notes a 'Grant, award, or other acquisition' of common stock"
revocable trust financial
"These securities are held directly by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust"
A revocable trust is a legal arrangement where the person who creates it keeps control and can change or cancel the trust at any time, while naming who will manage and receive the assets later. Think of it like a flexible folder for your investments and property that can be relabeled or reworked as circumstances change; it matters to investors because it determines how ownership is recorded, how easily assets transfer on incapacity or death, and whether holdings bypass public probate proceedings.
beneficial ownership financial
"Mr. Davanzo disclaims beneficial ownership of the shares held by the revocable trust"
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.
pecuniary interest financial
"He disclaims beneficial ownership except to the extent of his pecuniary interest therein"

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

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FAQ

What insider stock award did Victory Capital (VCTR) report for Lawrence Davanzo?

Victory Capital reported that director Lawrence Davanzo received 311 shares of common stock on July 10, 2026 as a stock grant for quarterly board fees, replacing $28,750 of cash compensation and valued at the $92.24 closing share price.

Was the Victory Capital (VCTR) Davanzo transaction a market purchase or compensation grant?

The transaction was a compensation grant, not an open-market purchase. Davanzo received 311 shares of common stock as the company elected to pay his quarterly director fees of $28,750 in stock, using the July 10, 2026 closing share price.

How many Victory Capital (VCTR) shares does Lawrence Davanzo hold directly after the grant?

After the July 10, 2026 stock grant, Lawrence Davanzo holds 1,587 shares of Victory Capital common stock directly. These holdings are separate from additional shares held indirectly through a revocable trust associated with him and his spouse.

What indirect Victory Capital (VCTR) holdings are associated with Lawrence Davanzo?

A revocable trust for Lawrence and Christine Davanzo holds 190,812 shares of Victory Capital common stock. Davanzo serves as trustee and disclaims beneficial ownership of those trust shares except to the extent of his pecuniary interest in the trust.

How was the share price determined for Lawrence Davanzo’s Victory Capital (VCTR) stock fees?

The company based Davanzo’s stock fees on the closing price of Victory Capital shares on July 10, 2026, which was $92.24 per share. That valuation was used to issue shares in lieu of $28,750 in cash director fees.
SEC Form 4
FORM 4UNITED 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*
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)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock07/10/2026A311A$92.24(1)1,587D
Common Stock190,812ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 July 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. Davanzo07/14/2026
** Signature of Reporting PersonDate
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)