Form 4: Victory Capital Director Boosts Stake with Stock-for-Fees Exchange

Victory Capital Holdings Director Richard M. DeMartini acquired 525 shares of common stock in lieu of cash for director fees, increasing his direct beneficial ownership.

Summary

• Richard M. DeMartini, a Director of Victory Capital Holdings, Inc. (VCTR), acquired 525 shares of the company's common stock.
• The transaction occurred on January 12, 2026, at a price of $68.93 per share.
• These shares were issued in lieu of cash payments for director fees totaling $36,250.
• The fees covered service on the Company Board ($28,750), as chairperson of the Nominating, Governance and Sustainability Committee ($5,000), and for service on the Compensation Committee ($2,500).
• Following this transaction, Mr. DeMartini directly beneficially owns 273,137 shares of common stock.
• He also indirectly beneficially owns 27,841 shares through his spouse and 572,801 shares through The DeMartini 2018 Childrens Trust, where he has investment control but disclaims beneficial ownership except for his pecuniary interest.
• The transaction was made pursuant to a Rule 10b5-1(c) plan.

Sentiment

Score: 7

Explanation: The director's decision to take stock instead of cash for fees is generally viewed as a positive signal of confidence in the company's future, aligning his interests with shareholders. This is a routine transaction for a Form 4, but the nature of the transaction (stock-for-fees) is a positive indicator.

Positives

• Director Richard M. DeMartini increased his direct beneficial ownership in Victory Capital Holdings by acquiring 525 shares.
• The decision to accept stock in lieu of cash for director fees demonstrates confidence in the company's future performance and aligns management's interests with shareholders.
• The transaction was executed under a Rule 10b5-1(c) plan, indicating a pre-arranged and systematic approach to stock acquisition.

Future Outlook

NA

Industry Context

This transaction reflects a common practice among corporate directors to receive compensation in company stock, aligning their financial interests with long-term shareholder value. It is a standard governance practice in the asset management industry, where confidence in the firm's investment strategies and financial performance is paramount.

Comparison to Industry Standards

• The practice of directors electing to receive equity in lieu of cash compensation is a widely accepted corporate governance standard, often seen as a positive signal of alignment with shareholder interests. Many publicly traded companies, including peers in the asset management sector, offer similar stock-based compensation options to their board members.
• While specific comparable companies or projects are not detailed, the general trend across industries, particularly in financial services, is to encourage director stock ownership to foster long-term commitment and reduce short-term decision-making biases.

Corporate Governance

Related Party Transactions

• The filing mentions indirect beneficial ownership of 572,801 shares held by The DeMartini 2018 Childrens Trust, a family trust where the reporting person's spouse serves as trustee and the reporting person has investment control. These shares were received via exempt prorata distributions from DeMartini Investors, L.P., of which the trust is a limited partner. The reporting person disclaims beneficial ownership except for his pecuniary interest.

Stakeholder Impact

• Shareholders: The acquisition of shares by a director in lieu of cash compensation can be seen as a positive signal, potentially boosting investor confidence by demonstrating management's belief in the company's long-term prospects and aligning interests.

Key Dates

Recommendation

This Form 4 filing indicates a routine insider acquisition where a director opted to receive company stock instead of cash for compensation. While this demonstrates confidence and aligns interests, it is a standard practice and not a significant catalyst for a 'buy' or 'sell' recommendation. The transaction is part of a pre-arranged plan (Rule 10b5-1), further suggesting it's a systematic compensation event rather than a discretionary market-timing move. Therefore, a 'hold' recommendation is appropriate, maintaining current positions based on broader company fundamentals and market conditions rather than this specific insider transaction.

Keywords

Victory Capital Holdings, VCTR, Richard M. DeMartini, Director stock acquisition, Insider buying, Form 4, Stock-for-fees, Beneficial ownership, Rule 10b5-1