Victory Capital Holdings (VCTR) director paid board fees in stock

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. director Richard M. DeMartini reported receiving 525 shares of common stock on January 12, 2026. The shares were issued at $68.93 each instead of cash director fees, covering quarterly board fees of $28,750 and additional committee chair fees totaling $7,500. After this transaction, he directly holds 273,137 common shares. He also reports indirect ownership of 27,841 shares held by his spouse and 572,801 shares held through The DeMartini 2018 Childrens Trust, a family trust where his spouse is trustee and he has investment control, while he disclaims beneficial ownership beyond his pecuniary interest.

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

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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 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)
01/12/2026

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	01/12/2026		A		525	A	$68.93(1)	273,137	D
Common Stock								27,841	I	By Spouse
Common Stock								572,801	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 January 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	01/14/2026
	** 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.
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FAQ

What insider transaction did Victory Capital (VCTR) report for Richard DeMartini?

Director Richard M. DeMartini reported the acquisition of 525 shares of Victory Capital common stock on January 12, 2026. The shares were issued instead of paying certain director fees in cash.

At what price were the Victory Capital (VCTR) shares issued to the director?

The 525 shares of common stock issued to Richard M. DeMartini were valued at $68.93 per share, based on the closing price of Victory Capital’s shares on January 12, 2026.

Why did Victory Capital issue shares to its director instead of cash?

The shares were issued to Richard M. DeMartini in lieu of cash for quarterly board fees of $28,750, $5,000 for chairing the Nominating, Governance and Sustainability Committee, and $2,500 for service on the Compensation Committee.

How many Victory Capital shares does Richard DeMartini hold after this Form 4 transaction?

Following the reported transaction, Richard M. DeMartini directly holds 273,137 shares of Victory Capital common stock. He also reports indirect holdings of 27,841 shares by his spouse and 572,801 shares through The DeMartini 2018 Childrens Trust.

What is the nature of Richard DeMartini’s indirect ownership in Victory Capital (VCTR)?

Indirect holdings include common stock held by his spouse and by The DeMartini 2018 Childrens Trust. The trust is a family trust where his spouse serves as trustee and he has investment control, and he disclaims beneficial ownership of those shares except to the extent of his pecuniary interest.

Does this Victory Capital Form 4 involve a Rule 10b5-1 trading plan?

The form includes a checkbox for transactions made under a Rule 10b5-1(c) plan, but the provided content does not indicate that this particular acquisition was made under such a plan.