Form 4: Former Victory Capital Director Converts Fees to Equity, Discloses Holdings

Robert J. Hurst, a former director of Victory Capital Holdings, Inc., acquired 10 shares of common stock at $66.24 per share in lieu of director fees, as disclosed in a recent Form 4 filing.

Summary

• Robert J. Hurst, who ceased to be a director of Victory Capital Holdings, Inc. (VCTR) as of April 1, 2025, acquired 10 shares of the company's common stock.
• The transaction occurred on July 10, 2025, with the shares valued at the closing price of $66.24 per share.
• These shares were issued in lieu of director fees totaling $667, comprising $319 from the Company's election, $319 from Mr. Hurst's election, and $29 for service on the Nominating, Governance and Sustainability Committee.
• Following this acquisition, Mr. Hurst directly beneficially owns 28,772 shares of common stock.
• Additionally, Mr. Hurst indirectly beneficially owns 416,058 shares through RJH Investment Partners, L.P., an entity he controls, which received these shares via an exempt pro-rata distribution from Crestview Partners II GP, L.P.

Sentiment

Score: 6

Explanation: The sentiment is mildly positive due to a former director's decision to convert fees into company stock, indicating continued alignment of interests. However, the small number of shares involved and the context of a director's departure limit the overall positive impact.

Positives

• The acquisition of shares by a director, even a former one, in lieu of cash fees demonstrates alignment of interests with shareholders and confidence in the company's equity value.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction, specifically related to director compensation. Such filings are common in the financial services industry for publicly traded companies, providing transparency on changes in beneficial ownership by company insiders.

Management Changes

Corporate Governance

Related Party Transactions

• Indirect beneficial ownership of 416,058 shares of Common Stock through RJH Investment Partners, L.P., an entity controlled by the reporting person. These shares were received via an exempt pro-rata distribution from Crestview Partners II GP, L.P., where RJH Investment Partners, L.P. is a limited partner. The reporting person disclaims beneficial ownership except for pecuniary interest.

Stakeholder Impact

• Shareholders: A minor increase in insider ownership, potentially signaling confidence, but the small transaction size is unlikely to have a material impact on share price or company strategy.

Key Dates

Keywords

Victory Capital Holdings, VCTR, Form 4, Insider Transaction, Director Compensation, Stock Acquisition, Beneficial Ownership, Robert J. Hurst