Form 4: Director Receives Stock in Lieu of Fees

Lawrence Davanzo, a Director at Victory Capital Holdings, Inc., received 424 shares of common stock valued at $67.79 per share as compensation for his services.

Summary

• Director Lawrence Davanzo received 424 shares of Victory Capital Holdings, Inc. common stock on April 10, 2026.
• These shares were issued in lieu of a cash payment of $28,750 for quarterly director fees.
• The value of the shares was determined by the closing price of $67.79 on the transaction date.
• Following this transaction, Mr. Davanzo directly owns 1,276 shares.
• An additional 190,812 shares are held indirectly through the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, of which Mr. Davanzo is the trustee.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing neutrally as it is a routine disclosure of director compensation and does not provide new financial performance data or strategic shifts.

Positives

• Director compensation is being aligned with company stock performance through share issuance.
• The company is utilizing a mechanism to retain cash by issuing stock for director fees.

Negatives

• The value of the director fees converted to stock was $28,750, which may be perceived as a modest amount relative to the total indirect holdings.

Risks

• The value of the director's holdings is subject to market fluctuations in Victory Capital Holdings, Inc. stock price.
• Potential for conflicts of interest if the director's decisions are influenced by personal stock holdings.

Future Outlook

No specific future outlook or guidance is provided in this Form 4 filing, which solely reports a change in beneficial ownership.

Management Comments

• "These shares of Common Stock were issued to Mr. Davanzo at 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."
• "The price is based on the closing price of the Company's shares on April 10, 2026."
• "Mr. Davanzo disclaims beneficial ownership of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Davanzo is the beneficial owner of the shares held by the Lawrence E. Davanzo and Christine Davanzo Revocable Trust."

Industry Context

StockSavvy.ai notes that the issuance of stock in lieu of cash compensation for directors is a common practice in the asset management industry, aligning director interests with shareholder value and conserving company cash, especially during periods of growth or strategic investment.

Related Party Transactions

• The issuance of common stock to Director Lawrence Davanzo in lieu of cash director fees is a related party transaction.

Stakeholder Impact

• Shareholders: Dilution of ownership is minimal with the issuance of 424 shares. Alignment of director interests with shareholders is reinforced.
• Employees: No direct impact mentioned.
• Creditors: No direct impact mentioned.
• Management: Reinforces the company's ability to manage cash flow by using equity for compensation.

Next Steps

• Continued monitoring of Director Davanzo's beneficial ownership and any future transactions.
• Review of future SEC filings for updates on Victory Capital Holdings' financial performance and strategic initiatives.

Key Dates

Keywords

Victory Capital Holdings, VCTR, Form 4, Director Compensation, Stock Award, Beneficial Ownership, SEC Filing, Lawrence Davanzo