Victory Capital (VCTR) awards shares to director instead of cash

Q: How many Victory Capital (VCTR) shares did Hirtler-Garvey receive and what fees did they replace?

Hirtler-Garvey received 311 shares of Victory Capital Common Stock. The grant was issued at the company’s election in lieu of quarterly director fees that would otherwise have been paid in cash totaling $28,750 for her Board service.

Q: Was Hirtler-Garvey’s Victory Capital (VCTR) transaction an open-market stock purchase?

No, the transaction was a grant/award acquisition , not an open-market purchase. The company issued shares directly to Hirtler-Garvey as compensation in place of cash director fees, using the prevailing closing stock price for valuation on the grant date.

Q: At what price was Karin Hirtler-Garvey’s Victory Capital (VCTR) stock award valued?

The award was valued using the $92.24 closing price of Victory Capital shares on July 10, 2026 . That closing price determined how many shares were issued to match the $28,750 in quarterly director fees she otherwise would have received in cash.

Q: How many Victory Capital (VCTR) shares does Hirtler-Garvey own after this stock grant?

After the grant, Hirtler-Garvey directly holds 41,860 shares of Victory Capital Common Stock. This total reflects her new 311-share award added to her existing holdings, as reported in the ownership figure following the transaction on the Form 4.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

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

Victory Capital Holdings director Karin Hirtler-Garvey received a grant of 311 shares of Common Stock on July 10, 2026. According to the company, these shares were issued in lieu of $28,750 in quarterly director cash fees, using the $92.24 closing share price for valuation. Following this award, she holds 41,860 shares directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hirtler-Garvey Karin

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	311	$92.24	$29K

Holdings After Transaction: Common Stock — 41,860 shares (Direct)

Footnotes (1)

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Key Figures

Shares granted: 311 shares Cash fees replaced: $28,750 Valuation price per share: $92.24 +2 more

5 metrics

Shares granted 311 shares Common Stock grant to director on July 10, 2026

Cash fees replaced $28,750 Quarterly director fees paid in stock instead of cash

Valuation price per share $92.24 Closing price used to value the stock grant on July 10, 2026

Shares owned after transaction 41,860 shares Direct Common Stock holdings of Karin Hirtler-Garvey after the award

Transaction date July 10, 2026 Date the Common Stock grant was issued

Key Terms

Grant, award, or other acquisition, quarterly director fees, closing price

3 terms

Grant, award, or other acquisition financial

"Transaction code description: Grant, award, or other acquisition"

quarterly director fees financial

"issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees"

closing price financial

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/14/2026 - 05:12 PM Accepted by SEC EDGAR 07/14/2026 - 05:11 PM

FAQ

What did Victory Capital (VCTR) report about Karin Hirtler-Garvey’s latest stock award?

Victory Capital reported that director Karin Hirtler-Garvey received a grant of 311 Common Stock shares. The company issued these shares instead of paying her regular quarterly director fees in cash, treating the equity as compensation for Board service.

How many Victory Capital (VCTR) shares did Hirtler-Garvey receive and what fees did they replace?

Hirtler-Garvey received 311 shares of Victory Capital Common Stock. The grant was issued at the company’s election in lieu of quarterly director fees that would otherwise have been paid in cash totaling $28,750 for her Board service.

Was Hirtler-Garvey’s Victory Capital (VCTR) transaction an open-market stock purchase?

No, the transaction was a grant/award acquisition, not an open-market purchase. The company issued shares directly to Hirtler-Garvey as compensation in place of cash director fees, using the prevailing closing stock price for valuation on the grant date.

At what price was Karin Hirtler-Garvey’s Victory Capital (VCTR) stock award valued?

The award was valued using the $92.24 closing price of Victory Capital shares on July 10, 2026. That closing price determined how many shares were issued to match the $28,750 in quarterly director fees she otherwise would have received in cash.

How many Victory Capital (VCTR) shares does Hirtler-Garvey own after this stock grant?

After the grant, Hirtler-Garvey directly holds 41,860 shares of Victory Capital Common Stock. This total reflects her new 311-share award added to her existing holdings, as reported in the ownership figure following the transaction on the Form 4.

Why did Victory Capital (VCTR) issue shares instead of cash for Hirtler-Garvey’s director fees?

Victory Capital elected to pay Hirtler-Garvey’s quarterly director fees in Common Stock rather than cash. The company states the shares were issued in lieu of $28,750 cash fees, aligning part of her compensation directly with the company’s equity.

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)
07/10/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/10/2026		A		311	A	$92.24⁽¹⁾	41,860	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 July 10, 2026.

	/s/ Nina Gupta, attorney-in-fact for Ms. Hirtler-Garvey	07/14/2026
	** 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)

Source: View Original Filing on SEC EDGAR