[SCHEDULE 13G/A] Invesco S&P 500 Equal Weight ETF SEC Filing

Rhea-AI Filing Summary

Truist Financial Corporation (parent of Truist Advisory Services, Inc. and Truist Bank) filed Amendment No. 3 to Schedule 13G reporting its beneficial ownership in Victory Portfolios II (Exchange-Traded Fund; CUSIP 92647P126) as of 30 June 2025.

The filing discloses ownership of 1,092,532 shares, representing 8.45 % of the ETF’s outstanding units. Truist holds:

• Sole voting power: 3,885 shares
• Shared voting power: 0
• Sole dispositive power: 1,092,532 shares
• Shared dispositive power: 0

Classification codes in Item 3 identify Truist as an Investment Adviser (IA), Holding Company (HC) and Bank (BK). The certification under Item 10 states the position is held in the ordinary course of business and not for the purpose of influencing control.

Because Truist possesses near-total dispositive power but minimal voting authority, the stake likely represents client or fiduciary accounts managed by Truist entities. Exceeding the 5 % threshold obliges public disclosure, signalling a meaningful institutional presence in the ETF. However, as a passive 13G filer, Truist indicates no activist intent.

The amendment is signed by Edward M. Kwiatkowski, Vice President, on 14 July 2025.

Insights

Financial Analyst

TL;DR: Truist reports 8.45 % passive stake in Victory Portfolios II; high dispositive power, low voting power implies client-account holding.

The 13G amendment shows Truist’s aggregate holding tops 1.09 million units, a sizable institutional position for an ETF of this size. Because voting power is essentially nil (0.35 % of shares owned), Truist’s role is custodial or advisory rather than activist. The disclosure enhances transparency and could reassure investors about liquidity, but it does not alter the ETF’s strategy, management fees, or underlying index exposure. No financial metrics or cash-flow implications arise for Victory Portfolios II since ETFs simply pass through portfolio value. Nonetheless, the ability to dispose of more than 8 % of shares introduces modest redemption-flow risk if Truist clients exit en masse.

Corporate Governance Expert

TL;DR: Filing is routine compliance; no intent to influence control, impact assessed as neutral.

From a governance standpoint, Victory Portfolios II remains overseen by its board and adviser. Truist’s passive Schedule 13G status, combined with minimal voting authority, means the firm cannot materially sway proxy matters. The certification explicitly disclaims control motives, aligning with SEC requirements for passive institutional investors. Overall, this is a standard ownership update rather than a signal of strategic change.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Victory Portfolios II

(Name of Issuer)

Exchanged Traded Fund

(Title of Class of Securities)

92647P126

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 92647P126

1

Names of Reporting Persons

TRUIST FINANCIAL CORP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NORTH CAROLINA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 3,885.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 1,092,532.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,092,532.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

8.5 %

12

Type of Reporting Person (See Instructions)

IA, HC, BK

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Victory Portfolios II
(b)	Address of issuer's principal executive offices: 4900 TIEDEMAN ROAD, 4TH FLOOR, 4900 TIEDEMAN ROAD, 4TH FLOOR, BROOKLYN, OHIO, 44144.
Item 2.
(a)	Name of person filing: Truist Financial Corporation as Parent Holding Company for Truist Advisory Services, Inc. an affiliated Registered Investment Advisor and Truist Bank in various fiduciary capacities
(b)	Address or principal business office or, if none, residence: 214 North Tryon Street Charlotte, NC 28202
(c)	Citizenship: Truist Financial Corporation is a North Carolina Corporation; Truist Advisory Services, Inc. is a Delaware Corporation; Truist Bank is North Carolina Commercial Banking Association
(d)	Title of class of securities: Exchanged Traded Fund
(e)	CUSIP No.: 92647P126
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 1092532
(b)	Percent of class: 8.45 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 3,885.00
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 1092532
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

TRUIST FINANCIAL CORP

Signature:	Edward M. Kwiatkowski
Name/Title:	Vice President
Date:	07/14/2025