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

Victory Capital Holdings Director Alan Rappaport acquired 961 shares of common stock in lieu of cash director fees, signaling continued confidence in the company.

Summary

• Director Alan Rappaport acquired 961 shares of Victory Capital Holdings, Inc. common stock on January 12, 2026.
• The shares were issued at a price of $68.93 per share, based on the closing price on the transaction date.
• This acquisition was made in lieu of quarterly director fees and committee fees, totaling $66,250.
• Following this transaction, Mr. Rappaport directly beneficially owns 155,109 shares and indirectly owns 298,861 shares through ADR Partners.

Sentiment

Score: 7

Explanation: The acquisition of shares by a director in lieu of cash compensation is a positive signal of confidence and alignment with shareholder interests, though the transaction size is not exceptionally large in the context of total beneficial ownership.

Positives

• Director Alan Rappaport increased his direct beneficial ownership by acquiring 961 shares, demonstrating a commitment to the company's equity.
• The acquisition was made by electing to receive common stock instead of cash for director and committee fees, which aligns his financial interests more closely with those of shareholders.
• This action signals management's confidence in the company's future performance and long-term value.

Future Outlook

This filing does not contain specific forward-looking statements or guidance regarding the company's future performance.

Management Comments

• Mr. Rappaport elected to receive common stock in lieu of cash for a portion of his director and committee fees, demonstrating alignment with shareholder interests.

Industry Context

In the financial services industry, directors often elect to receive equity compensation to align their long-term interests with those of shareholders, a practice generally viewed favorably by investors as it signals confidence and commitment.

Comparison to Industry Standards

• The practice of directors receiving equity compensation in lieu of cash fees is a common corporate governance standard across the financial services sector, including peers like BlackRock (BLK) and T. Rowe Price (TROW), to foster alignment with shareholder value.
• This type of transaction is consistent with best practices for independent director compensation, encouraging long-term commitment and performance focus.

Corporate Governance

Related Party Transactions

• Shares are indirectly held by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership except to the extent of his pecuniary interest therein.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value, potentially signaling confidence in future stock performance.
• Management: Reinforces a culture of equity ownership among leadership, promoting long-term strategic focus.

Key Dates

Recommendation

The director's decision to take equity instead of cash for compensation is a positive signal of confidence and aligns management interests with shareholders. However, this single transaction, while favorable, is not substantial enough on its own to warrant a 'buy' recommendation without further fundamental analysis of the company's financial performance and strategic outlook. It reinforces a 'hold' position for existing investors.

Keywords

Victory Capital Holdings, VCTR, Alan Rappaport, Insider Transaction, Director Stock Acquisition, Equity Compensation, Form 4, Financial Services