STOCK TITAN

Alan Rappaport (VCTR) takes 718 Victory Capital shares instead of fees

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Rappaport Alan reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. director Alan Rappaport received an equity award of 718 shares of Common Stock on July 10, 2026 at $92.24 per share. The shares were issued in lieu of various cash director fees. After this award he holds 156,804 shares directly and 298,861 shares indirectly through ADR Partners, which he controls and for which he disclaims beneficial ownership except to the extent of his pecuniary interest.

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Insider Rappaport Alan
Role Director
Type Security Shares Price Value
Grant/Award Common Stock 718 $92.24 $66K
holding Common Stock -- -- --
Holdings After Transaction: Common Stock — 156,804 shares (Direct); Common Stock — 298,861 shares (Indirect, See Footnote)
Footnotes (1)
  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 July 10, 2026. 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.
Shares granted 718 shares Equity issued to Alan Rappaport on July 10, 2026 in lieu of director fees
Grant price per share $92.24 Based on closing price of Victory Capital shares on July 10, 2026
Direct holdings after grant 156,804 shares Alan Rappaport’s direct common stock ownership following the July 10, 2026 award
Indirect holdings reported 298,861 shares Common stock held by ADR Partners controlled by Rappaport, with beneficial ownership disclaimed except for pecuniary interest
Board director fee portion $28,750 Quarterly director fees for board service payable in cash, satisfied in stock at company’s election
Compensation Committee chair fee $5,000 Director fees for service as chairperson of the Compensation Committee, paid in stock instead of cash
Audit Committee member fee $3,750 Director fees for service as a member of the Audit Committee, paid in stock instead of cash
Common Stock financial
"These shares of Common Stock were issued to Mr. Rappaport at: (i)..."
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
director fees financial
"in lieu of quarterly director fees for service on the Company Board payable in cash"
Compensation Committee regulatory
"director fees for service as the chairperson of the Company's Compensation Committee payable in cash"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Audit Committee regulatory
"director fees for service as a member of the Company's Audit Committee payable in cash"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
pecuniary interest financial
"disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest"

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FAQ

What insider transaction did Alan Rappaport report for Victory Capital (VCTR)?

Alan Rappaport reported an award of 718 shares of Common Stock on July 10, 2026 at $92.24 per share. These shares were issued by Victory Capital in lieu of several quarterly director and committee cash fees he otherwise would have received.

How many Victory Capital (VCTR) shares does Alan Rappaport hold after this Form 4?

Following the reported award, Alan Rappaport holds 156,804 shares directly and 298,861 shares indirectly through ADR Partners. He controls ADR Partners but disclaims beneficial ownership of its shares except to the extent of his pecuniary interest in that entity.

At what price were the 718 Victory Capital (VCTR) shares issued to Alan Rappaport?

The 718 shares were valued at $92.24 per share, based on Victory Capital’s closing share price on July 10, 2026. This price was used to convert specified quarterly director and committee cash fees into an equivalent number of common shares.

Why did Alan Rappaport receive Victory Capital (VCTR) shares instead of cash fees?

The shares were issued in lieu of quarterly director fees, including board service and committee roles. Both the company and Rappaport elected to have fees totaling multiple quarterly amounts paid in stock rather than cash, aligning part of his compensation with equity.

How are ADR Partners’ Victory Capital (VCTR) shares described in this Form 4?

The Form 4 states that 298,861 shares are held by ADR Partners, which Rappaport controls. He disclaims beneficial ownership of these shares except to the extent of his pecuniary interest, so the economic exposure is attributed primarily to the entity.

Is Alan Rappaport’s reported acquisition of Victory Capital (VCTR) shares a market purchase?

No. The acquisition is coded as a grant or award, not an open-market purchase. The 718 shares were issued by Victory Capital as stock compensation, using the $92.24 closing price to convert specified director and committee cash fees into common shares.
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*
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)
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 Stock07/10/2026A718A$92.24(1)156,804D
Common Stock298,861ISee 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. 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 July 10, 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. Rappaport07/14/2026
** 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)