Form 4: Director Acquires VCTR Shares in Lieu of Fees

Victory Capital Holdings Director Richard M. DeMartini acquired 549 shares of common stock on October 10, 2025, in lieu of cash director fees.

Summary

• Richard M. DeMartini, a Director of Victory Capital Holdings, Inc. (VCTR), acquired 549 shares of common stock.
• The transaction occurred on October 10, 2025, at a price of $65.98 per share.
• These shares were issued in lieu of cash director fees totaling $36,250, comprising $28,750 for quarterly director fees, $5,000 for service as Nominating, Governance and Sustainability Committee chairperson, and $2,500 for Compensation Committee service.
• Following the transaction, Mr. DeMartini directly owns 272,612 shares and indirectly owns 27,841 shares through his spouse and 572,801 shares through The DeMartini 2018 Childrens Trust.

Sentiment

Score: 7

Explanation: The director's election to receive stock in lieu of cash for fees suggests a positive outlook on the company's future performance and aligns management interests with shareholders. While the transaction size is small relative to total holdings, it's a positive signal.

Positives

• A director elected to receive company stock instead of cash for fees, indicating confidence in the company's future performance and aligning interests with shareholders.

Future Outlook

NA

Industry Context

This transaction reflects a common practice in corporate governance where directors may elect to receive equity compensation, aligning their interests with shareholders. It does not provide broader industry trends.

Corporate Governance

Related Party Transactions

• The filing mentions shares held indirectly by The DeMartini 2018 Childrens Trust, a family trust where the reporting person's spouse is trustee and the reporting person has investment control. These shares were received via exempt prorata distributions from DeMartini Investors, L.P., where the trust is a limited partner. The reporting person disclaims beneficial ownership except for pecuniary interest.

Stakeholder Impact

• Shareholders: The director's decision to take stock instead of cash may be viewed positively, signaling confidence in the company's future and better alignment of interests.
• Management: The compensation structure allows for flexibility in director remuneration, potentially conserving cash.

Key Dates

Recommendation

The director's decision to accept stock in lieu of cash for fees is a positive signal, indicating confidence in Victory Capital Holdings' future. However, this single transaction, while positive, is not substantial enough on its own to warrant a 'buy' recommendation. It reinforces a 'hold' position for existing investors, suggesting continued alignment of interests between management and shareholders.

Keywords

Victory Capital Holdings, VCTR, Richard M. DeMartini, Director Stock Acquisition, Insider Trading, Form 4, Equity Compensation