DEMARTINI RICHARD M 4

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.