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

Rhea-AI Filing Summary

HubSpot, Inc. (HUBS) has filed a Form 144 indicating the planned sale of 2,383 common shares on or after 07/02/2025. The planned sale, to be executed through Fidelity Brokerage Services on the NYSE, carries an aggregate market value of $1.31 million. The filing lists 52,737,566 shares outstanding, so the proposed transaction represents roughly 0.0045 % of the float.

The notice also discloses that the same seller—identified as Yamini Rangan (address: Two Canal Park, Cambridge, MA)—has executed three sales in the previous three months totaling 3,675 shares and $2.14 million in gross proceeds (04/02/2025, 04/24/2025, 06/03/2025). All shares being sold were acquired on 07/01/2025 via restricted-stock vesting and are being disposed of as compensation.

No additional financial results or operational updates are included in this filing; the document is limited to disclosure of the proposed insider transaction required under Rule 144.

Positive

• None.

Negative

• Continued insider selling: 6,058 shares sold or filed for sale within three months, which some investors may view as a negative sentiment signal despite the small percentage of float.

Insights

Securities Analyst

TL;DR: Minor insider sale (2,383 shares) worth $1.3 m; size immaterial, but continues recent selling trend.

This Form 144 is a routine notice rather than a mandatory sale. The 2,383-share block equals just 0.0045 % of HubSpot’s outstanding stock and should not meaningfully affect liquidity. However, the same filer has liquidated 3,675 shares over the past quarter, bringing the rolling total to 6,058 shares (~$3.45 m). While the scale is modest for a company of HubSpot’s size, repeated insider disposals can be interpreted by some investors as a cautious signal on near-term valuation. There is no accompanying adverse disclosure, and the shares stem from recently vested restricted stock, suggesting tax or diversification motives rather than a change in business fundamentals.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

Victory Portfolios II

(Name of Issuer)

EXCHANGE TRADED FUNDS

(Title of Class of Securities)

92647N881

(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. 92647N881

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 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

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)

0.0 %

12

Type of Reporting Person (See Instructions)

IA, HC

Comment for Type of Reporting Person: Filing completed as part of internal effort to remediate filings not previously submitted. Current ownership is less than 5% and the CUSIP was liquidated on 10/24/2024. Filing of less than 5% ownership should have been submitted in 2021.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Victory Portfolios II
(b)	Address of issuer's principal executive offices: 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
(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
(d)	Title of class of securities: EXCHANGE TRADED FUNDS
(e)	CUSIP No.: 92647N881
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: 0
(b)	Percent of class: 0 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	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:	07/02/2025

FAQ

How many HubSpot (HUBS) shares are being proposed for sale in the latest Form 144?

2,383 common shares with an estimated market value of $1.31 million.

When is the proposed sale of HUBS shares expected to occur?

Approximately on or after 07/02/2025, according to the Form 144 filing.

What percentage of HubSpot’s total shares does this Form 144 represent?

About 0.0045 % of the 52,737,566 shares outstanding.

Who is the seller named in the HubSpot Form 144 filing?

The filing lists Yamini Rangan with an address at Two Canal Park, Cambridge, MA.

How many HUBS shares has the filer sold in the past three months?

The filer disposed of 3,675 shares between April and June 2025, generating $2.14 million in gross proceeds.