Form 4: Victory Capital Director Elects Stock for Board Fees, Increasing Direct Holdings

A director at Victory Capital Holdings, Inc. received 434 shares of common stock in lieu of cash for quarterly board fees, increasing direct beneficial ownership.

Summary

• Lawrence Davanzo, a Director of Victory Capital Holdings, Inc. (VCTR), acquired 434 shares of common stock on July 10, 2025.
• The shares were issued at a price of $66.24 per share, totaling $28,750, which represents quarterly director fees for service on the Company Board.
• Following this transaction, Mr. Davanzo directly beneficially owns 21,342 shares of common stock.
• Additionally, Mr. Davanzo indirectly beneficially owns 169,470 shares through the Lawrence E. Davanzo and Christine Davanzo Revocable Trust, for which he serves as trustee.

Sentiment

Score: 7

Explanation: The sentiment is positive as a director is increasing their direct equity stake in the company by electing stock over cash for compensation, indicating confidence. This is a routine, expected transaction.

Positives

• The director's election to receive shares instead of cash for board fees indicates alignment of interests with shareholders and confidence in the company's future performance.
• The transaction increases the director's direct equity stake in Victory Capital Holdings, Inc.

Risks

• The value of the director's compensation is now directly tied to the fluctuating market price of Victory Capital Holdings, Inc. common stock.

Future Outlook

No forward-looking statements or guidance are provided in this Form 4 filing, as it is a report of a completed transaction.

Industry Context

This transaction is a routine compensation event for a director in the financial services industry, where equity-based compensation is common to align management and shareholder interests.

Comparison to Industry Standards

• The practice of compensating directors with company stock in lieu of cash is a common corporate governance practice across various industries, including financial services, aligning director incentives with shareholder value.
• Many publicly traded companies, similar to Victory Capital Holdings, Inc., utilize equity compensation plans for their board members to foster long-term commitment and performance.

Related Party Transactions

• The acquisition of shares by Lawrence Davanzo, a Director, in lieu of cash for board fees constitutes a related party transaction, as it involves compensation between the company and a member of its management.

Stakeholder Impact

• Shareholders: The transaction increases the director's alignment with shareholder interests by increasing their equity stake in the company.
• Employees: No direct impact on employees is indicated by this transaction.
• Customers: No direct impact on customers is indicated by this transaction.
• Suppliers: No direct impact on suppliers is indicated by this transaction.
• Creditors: No direct impact on creditors is indicated by this transaction.

Key Dates

Recommendation

Keywords

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