Victory Capital (VCTR) director paid $28,750 board fees in stock grant

Rhea-AI Filing Summary

Jackson Mary M. reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. director Mary M. Jackson received a stock award of 424 shares of Common Stock on April 10, 2026. The shares were issued at $67.79 per share in lieu of quarterly director fees of $28,750 that would have been paid in cash. Following this compensation-related grant, she directly holds 7,093 shares of Victory Capital common stock.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Jackson Mary M.

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	424	$67.79	$29K

Holdings After Transaction: Common Stock — 7,093 shares (Direct)

Footnotes (1)

1. [object Object]

Key Figures

Shares granted: 424 shares Grant price: $67.79 per share Director fees amount: $28,750 +2 more

5 metrics

Shares granted 424 shares Common Stock grant on April 10, 2026

Grant price $67.79 per share Based on April 10, 2026 closing price

Director fees amount $28,750 Quarterly director fees paid in stock

Shares held after transaction 7,093 shares Direct ownership after grant

Transaction code A Grant, award, or other acquisition

Key Terms

Common Stock, grant/award acquisition, director fees, closing price

4 terms

Common Stock financial

"These shares of Common Stock were issued to Ms. Jackson"

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

grant/award acquisition financial

"transaction_action": "grant/award acquisition""

director fees financial

"in lieu of quarterly director fees for service on the Company Board"

closing price financial

"The price is based on the closing price of the Company's shares"

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Jackson Mary M.

(Last) (First) (Middle)

15935 LA CANTERA PARKWAY

(Street)

SAN ANTONIO TEXAS 78256

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/10/2026		A		424	A	$67.79(1)	7,093	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2026.

	/s/ Nina Gupta, attorney-in-fact for Ms. Jackson	04/14/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Victory Capital (VCTR) director Mary M. Jackson report on this Form 4?

Mary M. Jackson reported receiving 424 shares of Victory Capital Common Stock as a stock award. The shares were granted as compensation for board service, replacing a scheduled cash director fee payment of $28,750 for the relevant quarter.

Was the Victory Capital (VCTR) Form 4 transaction a market purchase or a compensation grant?

The transaction was a compensation-related grant, not a market purchase. Shares were issued at the company’s election instead of paying Mary M. Jackson quarterly director fees in cash, using the closing share price on April 10, 2026.

How many Victory Capital (VCTR) shares did Mary M. Jackson receive and at what price?

Mary M. Jackson received 424 shares of Victory Capital Common Stock at $67.79 per share. This price was based on the company’s closing share price on April 10, 2026, and equates to director fees of $28,750 for that quarter.

How many Victory Capital (VCTR) shares does Mary M. Jackson hold after this Form 4 transaction?

After the reported grant, Mary M. Jackson directly holds 7,093 shares of Victory Capital Common Stock. This total includes the 424 shares issued as director compensation in lieu of a quarterly cash fee of $28,750 for board service.

Why did Victory Capital (VCTR) issue shares instead of paying director fees in cash?

Victory Capital elected to pay Mary M. Jackson’s quarterly director fees of $28,750 in Common Stock. The company converted the cash fee into 424 shares using the April 10, 2026 closing price, providing equity-based compensation rather than a cash payment.