Director at Victory Capital (VCTR) receives 424-share grant in lieu of $28,750 fee

Rhea-AI Filing Summary

Hirtler-Garvey Karin reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings director receives stock in lieu of fees. Director Karin Hirtler-Garvey received 424 shares of Victory Capital common stock on April 10, 2026, as a grant valued at $67.79 per share, replacing a $28,750 quarterly cash director fee. Following this award, she directly holds 41,549 shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hirtler-Garvey Karin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	424	$67.79	$29K

Holdings After Transaction: Common Stock — 41,549 shares (Direct)

Footnotes (1)

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Key Figures

Shares granted: 424 shares Grant price per share: $67.79 per share Director fee value: $28,750 +1 more

4 metrics

Shares granted 424 shares Common Stock grant on April 10, 2026

Grant price per share $67.79 per share Based on closing price on April 10, 2026

Director fee value $28,750 Quarterly director fee paid in stock instead of cash

Shares owned after grant 41,549 shares Direct holdings following the reported transaction

Key Terms

grant/award acquisition, quarterly director fees, closing price

3 terms

grant/award acquisition financial

"transaction_action: "grant/award acquisition""

quarterly director fees financial

"in lieu of quarterly director fees for service on the Company Board"

closing price financial

"The price is based on the closing price of the Company's shares on April 10, 2026."

Form 4 Insider Transactions: What Each Field Means →

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^*

Hirtler-Garvey Karin

(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)
04/10/2026

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	04/10/2026		A		424	A	$67.79(1)	41,549	D

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 Ms. Hirtler-Garvey 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 April 10, 2026.

	/s/ Nina Gupta, attorney-in-fact for Ms. Hirtler-Garvey	04/14/2026
	** 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)

FAQ

What insider transaction did Victory Capital (VCTR) report for Karin Hirtler-Garvey?

Victory Capital reported that director Karin Hirtler-Garvey received 424 common shares. The shares were granted on April 10, 2026 as compensation, rather than a cash quarterly director fee of $28,750.

Was the Victory Capital (VCTR) Form 4 transaction a stock purchase or sale?

The Form 4 shows an acquisition as a grant/award, not a market purchase or sale. Shares were issued as compensation in lieu of cash director fees, based on the stock’s closing price on April 10, 2026.

What price was used to value the Victory Capital (VCTR) director share grant?

The 424-share grant to director Karin Hirtler-Garvey was valued at $67.79 per share. The company used the closing price of Victory Capital’s common stock on April 10, 2026 to determine the share amount for the $28,750 fee.

How many Victory Capital (VCTR) shares does Karin Hirtler-Garvey hold after this Form 4?

After the April 10, 2026 grant, Karin Hirtler-Garvey directly holds 41,549 Victory Capital common shares. This figure reflects her position immediately following receipt of the 424-share director fee award reported in the Form 4.

Why did Victory Capital (VCTR) issue shares instead of paying cash director fees?

Victory Capital elected to issue shares to Karin Hirtler-Garvey in lieu of a $28,750 quarterly cash director fee. The fee amount was converted into 424 shares using the stock’s April 10, 2026 closing price of $67.79 per share.