Victory Capital (VCTR) director granted 977 shares as fees

Rhea-AI Filing Summary

Rappaport Alan reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings director Alan Rappaport received a grant of 977 shares of common stock on April 10, 2026. The shares, valued at $67.79 each, were issued in lieu of various cash director and committee fees, so this is compensation rather than an open-market purchase.

After the grant, he directly holds 156,086 shares. An additional 298,861 shares are held indirectly by ADR Partners, an entity he controls; he formally disclaims beneficial ownership of those indirect shares except for his pecuniary interest.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Rappaport Alan

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	977	$67.79	$66K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 156,086 shares (Direct); Common Stock — 298,861 shares (Indirect, See Footnote)

Footnotes (1)

1. These shares of Common Stock were issued to Mr. Rappaport at: (i) 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 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on April 10, 2026. These securities are held directly by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.

Key Figures

Shares granted: 977 shares Grant price: $67.79 per share Direct holdings after grant: 156,086 shares +1 more

4 metrics

Shares granted 977 shares Common Stock grant on April 10, 2026 as director fees

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

Direct holdings after grant 156,086 shares Alan Rappaport direct ownership following the Form 4 transaction

Indirect holdings via ADR Partners 298,861 shares Shares held by ADR Partners controlled by Rappaport

Key Terms

quarterly director fees, Compensation Committee, Audit Committee, pecuniary interest, +1 more

5 terms

quarterly director fees financial

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

Compensation Committee financial

"director fees for service as the chairperson of the Company's Compensation Committee payable in cash"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

Audit Committee financial

"director fees for service as a member of the Company's Audit Committee payable in cash"

A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.

pecuniary interest financial

"except to the extent of his pecuniary interest therein"

beneficial ownership financial

"Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

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^*

Rappaport Alan

(Last) (First) (Middle)

C/O VICTORY CAPITAL HOLDINGS, INC.

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		977	A	$67.79(1)	156,086	D
Common Stock								298,861	I	See Footnote(2)

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 Mr. Rappaport at: (i) 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 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on April 10, 2026.

2. These securities are held directly by ADR Partners, which is controlled by Mr. Rappaport. Mr. Rappaport disclaims beneficial ownership of the shares held by ADR Partners except to the extent of his pecuniary interest therein and this report shall not be deemed an admission that Mr. Rappaport is the beneficial owner of the shares held by ADR Partners.

	/s/ Nina Gupta, attorney-in-fact for Mr. Rappaport	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 insider transaction did Alan Rappaport report at Victory Capital (VCTR)?

Alan Rappaport reported receiving 977 shares of Victory Capital common stock as compensation. The shares were granted instead of cash director and committee fees, reflecting a non-market, stock-based payment rather than an open-market purchase or sale.

At what price were Alan Rappaport’s Victory Capital (VCTR) shares valued?

The 977 shares granted to Alan Rappaport were valued at $67.79 per share. This value was based on Victory Capital’s closing share price on April 10, 2026, the date the stock-based director compensation was determined.

How many Victory Capital (VCTR) shares does Alan Rappaport hold after this Form 4?

Following the grant, Alan Rappaport directly holds 156,086 Victory Capital shares. An additional 298,861 shares are held indirectly by ADR Partners, an entity he controls, though he disclaims beneficial ownership except for his pecuniary interest.

Was Alan Rappaport’s Victory Capital (VCTR) transaction an open-market buy or a compensation grant?

The transaction was a compensation grant, not an open-market buy. Victory Capital issued 977 shares to Alan Rappaport in lieu of cash director and committee fees, converting scheduled cash payments into stock-based compensation.

What is ADR Partners’ role in Alan Rappaport’s Victory Capital (VCTR) holdings?

ADR Partners holds 298,861 Victory Capital shares indirectly associated with Alan Rappaport. He controls ADR Partners but disclaims beneficial ownership of those shares except to the extent of his pecuniary interest, according to the Form 4 footnote.