Victory Capital grants DeMartini 326 shares for fees

The award replaced quarterly board and committee fees otherwise payable in cash, with three fee amounts listed.

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. (VCTR) director Richard M. DeMartini acquired 326 shares of common stock on October 12, 2026, at a reported price of $110.95 per share, based on that day’s closing price. The shares were issued in lieu of director fees. His direct holdings after the award were 274,389 shares. He also reported 27,841 shares held by his spouse and 645,184 shares held by The DeMartini 2018 Childrens Trust. DeMartini has investment control over the trust shares and disclaims beneficial ownership except to the extent of his pecuniary interest.

Insider Trade Summary

Grant/Award: 326 shares

Grant/Award 3 txns

Insider DEMARTINI RICHARD M

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock F1	326	$110.95	$36K
holding	Common Stock	--	--	--
holding	Common Stock F2	--	--	--

Holdings After Transaction: Common Stock — 274,389 shares (Direct); Common Stock — 27,841 shares (Indirect, By Spouse); Common Stock — 645,184 shares (Indirect, See Footnote)

Footnotes (2)

1. F1. These shares of Common Stock were issued to Mr. DeMartini 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 (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $5,000 and (iii) Mr. DeMartini's election in lieu of director fees for service Compensation Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on October 12, 2026.
2. F2. Includes Common Stock Shares held by The DeMartini 2018 Childrens Trust, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. These shares were received pursuant to exempt prorata distributions from DeMartini Investors, L.P., of which The DeMartini 2018 Childrens Trust is a limited partner. The Reporting Person disclaims beneficial ownership of these Common Stock Shares except to the extent of his pecuniary interest therein.

Key Figures

Shares acquired: 326 shares Reported price per share: $110.95 per share Direct holdings after award: 274,389 shares +5 more

8 metrics

Shares acquired 326 shares Common stock received October 12, 2026

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

Direct holdings after award 274,389 shares Common stock following the October 12, 2026 transaction

Spouse-held shares 27,841 shares Indirect common stock holdings reported October 12, 2026

Trust-held shares 645,184 shares Shares held by The DeMartini 2018 Childrens Trust

Quarterly director fees $28,750 Payable in cash; shares issued in lieu

Nominating, Governance and Sustainability Committee chair fees $5,000 Payable in cash; shares elected in lieu

Compensation Committee fees $2,500 Payable in cash; shares elected in lieu

Key Terms

investment control, pecuniary interest, exempt prorata distributions

3 terms

investment control financial

"the Reporting Person has investment control"

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

exempt prorata distributions financial

"received pursuant to exempt prorata distributions"

FAQ

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

How many VCTR shares did director Richard M. DeMartini receive?

Richard M. DeMartini received 326 shares on October 12, 2026, at a reported price of $110.95 per share based on that day’s closing price. The shares were issued in lieu of director fees.

What VCTR director fees did Richard M. DeMartini receive shares in lieu of?

The shares replaced quarterly board fees payable in cash of $28,750, committee chair fees of $5,000, and Compensation Committee fees of $2,500. The company elected to issue shares in lieu of the quarterly board fees; DeMartini elected shares in lieu of the committee fees.

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

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Available on EDGAR 10/14/2026 - 05:16 PM EDT Accepted by SEC EDGAR 10/14/2026 - 05:15 PM EDT Learn about SEC filing dates

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^*

DEMARTINI RICHARD M

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	10/12/2026		A		326	A	$110.95(1)	274,389	D
Common Stock								27,841	I	By Spouse
Common Stock								645,184	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. DeMartini 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 (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $5,000 and (iii) Mr. DeMartini's election in lieu of director fees for service Compensation Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on October 12, 2026.

2. Includes Common Stock Shares held by The DeMartini 2018 Childrens Trust, a family trust in which the Reporting Person's spouse serves as the trustee and the Reporting Person has investment control. These shares were received pursuant to exempt prorata distributions from DeMartini Investors, L.P., of which The DeMartini 2018 Childrens Trust is a limited partner. The Reporting Person disclaims beneficial ownership of these Common Stock Shares except to the extent of his pecuniary interest therein.

	/s/ Nina Gupta, attorney-in-fact for Mr. DeMartini	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)