STOCK TITAN
  1. Home
  2. Sec-filings
  3. VCTR
  4. [Form 4] Victory Capital Holdings, Inc. Insider Trading Activity

Victory Capital (NASDAQ: VCTR) director paid fees in stock grant

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Victory Capital Holdings director compensation shifted partly into stock. On January 12, 2026, 417 shares of common stock of Victory Capital Holdings, Inc. were issued under the company’s 2018 Stock Incentive Plan to board member Robert V. Delaney Jr. in lieu of quarterly director fees of $28,750, using a price of $68.93 per share based on that day’s closing price. Mr. Delaney assigned all rights in these shares to Crestview Advisors, L.L.C.

After this transaction, entities associated with Crestview and Mr. Delaney indirectly held 4,095,423 shares, including holdings by Crestview Victory, L.P. and Crestview Advisors, L.L.C., plus 451,940 shares through The 2007 Delaney Family LLC and 2,420 shares through The 2010 Delaney Family LLC. The reporting persons state that they disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Crestview Partners II GP, L.P., Crestview Victory, L.P., Crestview Advisors, L.L.C., Delaney Robert V. Jr.
Role Director | Director | Director | Director
Type Security Shares Price Value
Grant/Award Common Stock, par value $0.01 per share 417 $68.93 $29K
holding Common Stock, par value $0.01 per share -- -- --
holding Common Stock, par value $0.01 per share -- -- --
Holdings After Transaction: Common Stock, par value $0.01 per share — 4,095,423 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Reflects the issuance of 417 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 January 12, 2026. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C. 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. 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). Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein. Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC, an entity which Mr. Delaney controls. Reflects shares indirectly held by Mr. Delaney through The 2010 Delaney Family LLC, an entity which Mr. Delaney controls.
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*
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)
01/12/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
 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 01/12/2026 A 417(1) A $68.93(1) 4,095,423(2) I See Footnotes(1)(2)(3)(4)(6)
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 417 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 January 12, 2026. 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
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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Victory Capital (VCTR) report in this Form 4?

The Form 4 reports the issuance of 417 shares of Victory Capital common stock to director Robert V. Delaney Jr. on January 12, 2026 as equity compensation.

How was the Victory Capital director Robert V. Delaney Jr. compensated in this filing?

He received 417 shares under Victory Capital’s 2018 Stock Incentive Plan in lieu of quarterly director fees of $28,750, valued at $68.93 per share based on the closing price on January 12, 2026.

Who ultimately holds the 417 Victory Capital shares issued in this transaction?

Although the 417 shares were issued to Robert V. Delaney Jr., he assigned all rights, title and interest in these shares to Crestview Advisors, L.L.C., an investment advisory entity associated with Crestview.

What additional indirect Victory Capital holdings does Robert V. Delaney Jr. report?

The filing notes 451,940 shares indirectly held through The 2007 Delaney Family LLC and 2,420 shares indirectly held through The 2010 Delaney Family LLC, each controlled by Mr. Delaney.

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

No. Each reporting person expressly disclaims beneficial ownership of the reported Victory Capital securities except to the extent of its or his pecuniary interest.