Victory Capital Holdings, Inc.·4

Jul 14, 5:17 PM ET

DEMARTINI RICHARD M 4

4 · Victory Capital Holdings, Inc. · Filed Jul 14, 2026

Research Summary

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Victory Capital (VCTR) Director Richard DeMartini Receives 392-Share Award

What Happened Richard M. DeMartini, a director of Victory Capital Holdings, acquired 392 shares of the company's common stock on July 10, 2026. The shares were issued at a price of $92.24 per share, for a total market value of $36,158. This transaction is an award/acquisition (code A) — shares issued in lieu of cash director fees rather than an open-market buy or sale.

Key Details

  • Transaction date and price: July 10, 2026 — 392 shares at $92.24 each (total ~$36,158).
  • Reason: Shares issued in lieu of cash director fees: $28,750 (quarterly board fees), $5,000 (chair of Nominating, Governance & Sustainability Committee), and $2,500 (Compensation Committee) per footnote. The per-share price is the July 10 closing price.
  • Shares owned after transaction: Not specified in the provided filing excerpt.
  • Other footnote: Includes Common Stock held by The DeMartini 2018 Childrens Trust (spouse is trustee); Mr. DeMartini disclaims beneficial ownership except for his pecuniary interest.
  • Filing timeliness: Filing date shown is July 14, 2026. The provided excerpt does not flag this filing as late.

Context This was an issuance of shares in lieu of cash director compensation — a routine non-market acquisition that reflects a compensation election rather than a direct statement of the director's market view. Such in-lieu awards are common for board members who choose stock-based pay.

Insider Transaction Report

Form 4
Period: 2026-07-10
Transactions
  • Award

    Common Stock

    [F1]
    2026-07-10$92.24/sh+392$36,158274,063 total
Holdings
  • Common Stock

    (indirect: By Spouse)
    27,841
  • Common Stock

    [F2]
    (indirect: See Footnote)
    645,184
Footnotes (2)
  • [F1]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 July 10, 2026.
  • [F2]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.
Signature
/s/ Nina Gupta, attorney-in-fact for Mr. DeMartini|2026-07-14

Documents

1 file
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    ownership.xmlPrimary

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