DEMARTINI RICHARD M 4

What Happened Richard M. DeMartini, a director of Victory Capital Holdings, received an award/acquisition of 534 shares of the company's common stock on April 10, 2026. The shares were issued at a price of $67.79 per share (total value ≈ $36,200) and represent stock issued in lieu of cash director fees rather than an open-market purchase.

Key Details

• Transaction date: April 10, 2026; Form 4 filed April 14, 2026 (filing appears timely).
• Transaction type/code: A — award/grant or other acquisition.
• Shares: 534 shares issued at $67.79 per share; aggregate value ≈ $36,200.
• Reason: Issued in lieu of quarterly director fees and committee fees (see footnote for breakdown).
• Footnote F1: The shares replace cash director fees: $28,750 (board fees), $5,000 (chair of Nominating/Governance/Sustainability Committee), and $2,500 (Compensation Committee). Price based on the April 10, 2026 closing price.
• Footnote F2: Includes shares held by The DeMartini 2018 Childrens Trust (the reporting person has investment control; spouse is trustee); the reporting person disclaims beneficial ownership except for pecuniary interest.
• Shares owned after the transaction: Not specified in the provided filing.

Context This was a routine issuance of stock in lieu of cash director compensation — a common form of non-cash pay for board members. Such grants are compensation-related and do not necessarily signal the director buying or selling based on a view of the company's near-term prospects.