Victory Capital (VCTR) director receives stock instead of cash fees

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported that entities affiliated with Crestview Partners received 435 shares of common stock on October 10, 2025 under the company’s 2018 Stock Incentive Plan. These shares were issued to director Robert V. Delaney Jr. in lieu of a quarterly cash director fee of $28,750, based on the closing share price of $65.98 on that date, and Mr. Delaney assigned all rights in the shares to Crestview Advisors, L.L.C. After the reported transaction, Crestview-related entities reported indirect beneficial ownership of 4,095,006 shares, plus additional indirect holdings through Delaney family entities. The amendment also corrects previously reported ownership figures and notes that the reporting persons ceased to be 10% owners as of August 20, 2025.

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^*

Crestview Partners II GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/14/2025

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

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

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, par value $0.01 per share	10/10/2025		A		435(1)	A	$65.98(1)	4,095,006(2)	I	See Footnotes(1)(2)(3)(4)
Common Stock, par value $0.01 per share								451,940	I	See Footnotes(3)(4)(5)
Common Stock, par value $0.01 per share								2,420	I	See Footnotes(3)(4)(6)

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

1. Name and Address of Reporting Person^*

Crestview Partners II GP, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Crestview Victory, L.P.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Crestview Advisors, L.L.C.

(Last) (First) (Middle)

C/O CRESTVIEW PARTNERS

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Delaney Robert V. Jr.

(Last) (First) (Middle)

C/O CRESTVIEW ADVISORS, L.L.C.

590 MADISON AVENUE, 42ND FLOOR

(Street)

NEW YORK NY 10022

(City) (State) (Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Reflects the issuance of 435 shares of Common Stock under the Issuer's 2018 Stock Incentive Plan (the "Plan") to Robert V. Delaney Jr. in lieu of quarterly director fees for service on the Issuer's Board of Directors payable in cash to Mr. Delaney in the amount of $28,750. The price is based on the closing price of the Company's shares on October 10, 2025. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

2. Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over shares held by Crestview Victory, L.P. Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

3. Mr. Delaney is a member of the Issuer's board of directors, and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

4. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

5. Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC, an entity which Mr. Delaney controls.

6. Reflects shares indirectly held by Mr. Delaney through The 2010 Delaney Family LLC, an entity which Mr. Delaney controls.

Remarks:

Exhibit 99 - Joint Filer Statement // This amendment reflects corrections to Column 5 of Table I and reflects that the Reporting Persons ceased to be 10% Owners effective as of August 20, 2025.

	By: Crestview Partners II GP, L.P., the Designated Filer, by: Crestview, L.L.C., its general partner, by: /s/ Poojitha Mantha, Chief Compliance Officer	01/14/2026
	** 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.

FAQ

What insider transaction did Victory Capital (VCTR) disclose in this Form 4/A?

The filing discloses that entities affiliated with Crestview Partners received 435 shares of Victory Capital common stock on October 10, 2025. The shares were issued under the company’s 2018 Stock Incentive Plan to director Robert V. Delaney Jr. in lieu of his quarterly cash director fee and then assigned to Crestview Advisors, L.L.C.

How many Victory Capital shares and what dollar amount were involved in the director fee transaction?

The transaction involved 435 shares of Victory Capital common stock issued in lieu of a cash director fee of $28,750. The share amount was based on the closing price of $65.98 per share on October 10, 2025.

Who ultimately holds the 435 Victory Capital shares issued for director fees?

The 435 shares were issued to Robert V. Delaney Jr. but he assigned all rights, title and interest in those shares to Crestview Advisors, L.L.C., an entity associated with Crestview Partners.

What is the reported indirect share ownership for Crestview-related entities in Victory Capital?

Following the reported transaction, the filing shows 4,095,006 shares of Victory Capital common stock indirectly held by Crestview Victory, L.P. and Crestview Advisors, L.L.C., with voting and dispositive power over Crestview Victory, L.P. exercised by Crestview Partners II GP, L.P.

How is Robert V. Delaney Jr. connected to the Crestview entities in relation to Victory Capital?

The filing states that Robert V. Delaney Jr. is a member of Victory Capital’s board of directors and an indirect member of Crestview, L.L.C., the general partner of Crestview Partners II GP, L.P., and of Crestview Advisors, L.L.C., which provides investment advisory and management services to certain Crestview entities.

Why was this Victory Capital Form 4/A filed as an amendment?

The remarks section explains that this amendment corrects Column 5 of Table I and reflects that the reporting persons ceased to be 10% owners effective as of August 20, 2025. It updates previously reported ownership information.

Do the reporting persons claim full beneficial ownership of the Victory Capital shares?

No. The filing states that each reporting person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest, meaning they only acknowledge economic interest to that extent.