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

Rhea-AI Filing Summary

Form D Overview – First Guaranty Bancshares, Inc. (FGBIP)

On 14-July-2025, First Guaranty Bancshares, Inc., a Louisiana-incorporated commercial banking company, filed a Form D to report the completion of an exempt private placement made under Regulation D Rule 506(b).

• Securities offered: Equity (identified in the filing title as 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock).
• Total offering amount: $17,018,144 USD.
• Total amount sold: $17,018,144 USD (entire offering fully subscribed; $0 remaining).
• Number of investors: 5 (no indication of non-accredited participation).
• Commissions & finder’s fees: $0; no broker-dealer compensation disclosed.
• Minimum investment: $0 stated.
• Offering duration: Less than one year; first sale occurred 30-Jun-2025.
• Issuer size: Revenue and asset ranges were declined to disclose.
• Use of proceeds to insiders: $0 designated for payments to executive officers, directors, or promoters named in Item 3.

The notice confirms that the capital raise is complete, that the company relied on a standard accredited-investor exemption, and that the transaction incurred no placement expenses. All listed executive officers and directors are based at the Hammond, Louisiana headquarters.

Positive

• $17.0 M of new equity capital fully subscribed, providing immediate balance-sheet support.
• Zero placement fees or commissions preserve 100% of proceeds for corporate use.
• No proceeds directed to insiders, reducing conflicts of interest.

Negative

• Issuer declined to disclose revenue or asset range, limiting transparency for investors.
• Private placement sold to only five investors, offering no public liquidity or price discovery.

Insights

Securities Analyst

TL;DR Successful $17 M private preferred equity raise with zero fees strengthens capital; neutral disclosure on financial size.

The filing shows First Guaranty Bancshares closed a $17.0 million preferred equity issuance through Rule 506(b). Because the entire amount is already sold and no commissions were paid, the net proceeds available to the issuer equal the gross proceeds—an efficient way to bolster tier-1 capital for a banking entity. Only five investors participated, consistent with a transaction targeted at accredited or institutional buyers. The company elected not to disclose its revenue or asset range, limiting insight into proportional impact, yet the addition of perpetual preferred stock typically enhances regulatory capital without diluting common shareholders. No proceeds are earmarked for insiders, reducing potential governance concerns. Overall, the event is incrementally positive for balance-sheet strength but not transformative given the modest size relative to typical bank capital structures.

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

X

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^*

HURST ROBERT J/NY

(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)
07/10/2025

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	07/10/2025		A		10	A	$66.24(1)	28,772	D
Common Stock								416,058	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. Hurst at: (i) the Company's election in lieu of director fees for service on the Company Board payable in cash in the amount of $319 (ii) Mr. Hurst's election in lieu of director fees for service on the Company Board payable in cash in the amount of $319 (iii) Mr. Hurst's election in lieu of director fees for service on the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $29. The price is based on the closing price of the Company's shares on July10, 2025. Mr. Hurst ceased to be a director of the Company as of April 1, 2025.

2. Includes shares of Common Stock held by RJH Investment Partners, L.P., an entity controlled by the reporting person. These shares were received pursuant to an exempt prorata distribution from Crestview Partners II GP, L.P., of which RJH Investment Partners, L.P. is a limited partner. The reporting person disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

	/s/ Nina Gupta, attorney-in-fact for Mr. Hurst	07/14/2025
	** 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 amount did First Guaranty Bancshares (FGBIP) raise in this Form D offering?

The company raised $17,018,144 in equity under Rule 506(b).

How many investors participated in the FGBIP private placement?

A total of 5 investors purchased the securities.

Were any sales commissions or broker fees paid in the offering?

No. The filing reports $0 in sales commissions and finder’s fees.

What type of security was issued by First Guaranty Bancshares?

Equity securities, identified in the title as 6.75% Series A Fixed-Rate Non-Cumulative Perpetual Preferred Stock.

Which exemption did the company rely on for this capital raise?

The offering was conducted under Regulation D Rule 506(b).

Will any proceeds be paid to insiders or promoters?

No. Item 16 discloses $0 allocated to executive officers, directors, or promoters.

When did the first sale in the offering occur?

The first sale date was 30-June-2025.