Form 4: Victory Capital Director Opts for Equity Compensation, Acquires Shares

Victory Capital Holdings, Inc. Director Richard M. DeMartini acquired 547 shares of common stock on July 10, 2025, at a price of $66.24 per share, as compensation for director fees.

Summary

• Richard M. DeMartini, a Director of Victory Capital Holdings, Inc. (VCTR), acquired 547 shares of common stock on July 10, 2025.
• The shares were acquired at a price of $66.24 per share, totaling $36,230.88 in value.
• This acquisition was made in lieu of cash payments for various director fees, including quarterly director fees ($28,750), fees for serving as chairperson of the Nominating, Governance and Sustainability Committee ($5,000), and fees for service on the Compensation Committee ($2,500).
• Following this transaction, Mr. DeMartini directly beneficially owns 201,026 shares of common stock.
• Indirect beneficial ownership includes 27,841 shares held by his spouse and 572,801 shares held by The DeMartini 2018 Childrens Trust, where his spouse serves as trustee and he has investment control. The shares held by the trust were received via exempt prorata distributions from DeMartini Investors, L.P.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as a director opting for stock compensation aligns interests with shareholders, indicating confidence. This is a routine transaction and not a significant market event.

Positives

• The director's decision to receive compensation in stock rather than cash aligns his financial interests more closely with those of the shareholders, indicating confidence in the company's future performance.
• The acquisition increases the director's direct beneficial ownership, reinforcing commitment to the company.

Future Outlook

This Form 4 filing does not contain any forward-looking statements or guidance regarding the company's future outlook.

Industry Context

This transaction is a routine insider filing, common in the financial services industry, where directors often receive a portion of their compensation in company stock to align their interests with shareholders. It reflects standard corporate governance practices for director remuneration.

Related Party Transactions

• Richard M. DeMartini's indirect beneficial ownership includes 27,841 shares held by his spouse.
• Indirect beneficial ownership also includes 572,801 shares held by The DeMartini 2018 Childrens Trust, a family trust where his spouse is trustee and he has investment control. These shares were received via exempt prorata distributions from DeMartini Investors, L.P.

Stakeholder Impact

• Shareholders: The director's decision to accept stock as compensation can be viewed positively as it strengthens alignment between management and shareholder interests, potentially signaling confidence in the company's long-term value.

Key Dates

Keywords

Victory Capital Holdings, VCTR, Richard M. DeMartini, Director Compensation, Stock Acquisition, Insider Transaction, Equity Compensation, SEC Form 4