[Form 4] Victory Capital Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. (VCTR) filed a Form 4 reporting that director Alan Rappaport acquired 1,000 shares of common stock on 07/10/2025 at a reference price of $66.24 per share. The shares were issued instead of cash director fees totaling $66,250, including quarterly board fees and committee compensation.

Following the issuance, Rappaport’s direct ownership stands at 153,144 shares. He also reports 298,861 shares held indirectly through ADR Partners, an entity he controls, bringing his aggregate beneficial ownership to 452,005 shares.

The transaction is recorded under code “A” (acquisition) but represents a fee-in-kind conversion rather than an open-market purchase, limiting its signaling value about insider sentiment. No derivative securities were reported, and there is no indication of additional insider sales or purchases.

Positive

• Director increases direct shareholding by 1,000 shares, signaling continued equity alignment.
• Total beneficial ownership climbs to 452,005 shares, underscoring long-term commitment.

Negative

• None.

Insights

Securities Analyst

TL;DR – Minor fee-based share issuance; neutral insider signal.

The 1,000-share addition is immaterial (<1% of Rappaport’s holdings) and stems from compensation elections, not discretionary buying. While it modestly lifts the director’s direct stake, the lack of open-market activity tempers bullish interpretation. Total ownership of 452k shares (≈0.6% of basic shares outstanding) maintains board-level alignment but doesn’t materially change insider ownership patterns. Overall impact for investors is neutral.

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^*

Rappaport Alan

(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)
07/10/2025

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	07/10/2025		A		1,000	A	$66.24(1)	153,144	D
Common Stock								298,861	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. 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, 2025.

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. Rappaport	07/14/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

How many Victory Capital (VCTR) shares did director Alan Rappaport acquire?

He received 1,000 shares of common stock on July 10, 2025.

What price was applied to the 1,000 shares?

The shares were valued at the $66.24 closing price on July 10, 2025.

What is Rappaport’s total beneficial ownership after the transaction?

He now reports 153,144 shares directly and 298,861 shares indirectly, totaling 452,005 shares.

Was this an open-market purchase?

No. The shares were issued in lieu of cash director fees, not bought on the open market.

Who holds the indirectly owned shares?

They are held by ADR Partners, an entity controlled by Mr. Rappaport.

Did the filing report any derivative securities?

No derivative securities were reported in Table II.