Form 4: Victory Capital Director Alan Rappaport Acquires Shares in Lieu of Cash Fees

Victory Capital Holdings, Inc. Director Alan Rappaport acquired 1,000 shares of common stock on July 10, 2025, as compensation for his board and committee services, valued at $66.24 per share.

Summary

• Alan Rappaport, a Director of Victory Capital Holdings, Inc. (VCTR), acquired 1,000 shares of the company's common stock.
• The transaction occurred on July 10, 2025, with shares valued at $66.24 each.
• These shares were issued in lieu of cash payments for quarterly director fees, totaling $66,250, which included $28,750 at the company's election, $28,750 at Mr. Rappaport's election, $5,000 for serving as Compensation Committee chairperson, and $3,750 for serving as an Audit Committee member.
• Following this transaction, Mr. Rappaport directly beneficially owns 153,144 shares of common stock.
• Additionally, Mr. Rappaport indirectly beneficially owns 298,861 shares through ADR Partners, an entity he controls, though he disclaims beneficial ownership except to the extent of his pecuniary interest.

Sentiment

Score: 8

Explanation: The acquisition of shares by a director, particularly in lieu of cash compensation, is a strong positive signal, indicating insider confidence and alignment with shareholder interests. This generally contributes to a positive sentiment.

Positives

• The acquisition of shares by a director in lieu of cash fees demonstrates alignment of interests between management and shareholders, indicating confidence in the company's future performance.
• The transaction increases the director's direct ownership stake, further aligning his financial interests with the long-term success of Victory Capital Holdings, Inc.

Future Outlook

The document does not provide explicit forward-looking statements or guidance beyond the transaction date.

Industry Context

This transaction reflects a common practice in the financial services industry where executive and board compensation includes equity components to align interests with shareholders. Victory Capital Holdings, Inc. operates in the asset management sector, where strong corporate governance and insider confidence are often viewed positively by investors.

Comparison to Industry Standards

• The practice of directors electing to receive equity in lieu of cash compensation is a common and generally well-regarded practice across various industries, including financial services, as it signals confidence in the company's future and aligns director interests with shareholder returns.
• While specific comparable companies or projects are not detailed in the filing, similar equity compensation structures are observed at peers like BlackRock, T. Rowe Price, and Franklin Templeton, where executive and board members often hold significant equity stakes.

Related Party Transactions

• The acquisition of shares by Director Alan Rappaport in lieu of director fees constitutes a related party transaction, as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The transaction is likely to be viewed positively by shareholders as it demonstrates management's confidence and aligns the director's financial interests with shareholder returns.
• Employees: No direct impact on employees is indicated by this filing.
• Customers: No direct impact on customers is indicated by this filing.
• Suppliers: No direct impact on suppliers is indicated by this filing.
• Creditors: No direct impact on creditors is indicated by this filing.

Key Dates

Recommendation

Keywords

Victory Capital Holdings, VCTR, Alan Rappaport, Director, Insider Trading, Stock Acquisition, Common Stock, SEC Form 4, Beneficial Ownership, Corporate Governance, Compensation