[Form 4] Victory Capital Holdings, Inc. Insider Trading Activity

Rhea-AI Filing Summary

On July 7, 2025, Super League Enterprise, Inc. (Nasdaq: SLE) executed an Exchange Agreement with the Michael Keller Trust. In return for the surrender and forgiveness of a promissory note with principal and accrued interest totaling $1,878,082, the Company will issue 1,500,000 shares of its Series AAAA Jr. Convertible Preferred Stock and make cash payments totaling $378,002. The cash will be paid in six equal monthly installments of approximately $63,000 beginning October 15, 2025 and ending March 15, 2026. The agreement, filed as Exhibit 10.1 to this Form 8-K, eliminates the outstanding note, converting the liability into equity and a short-term cash obligation.

Key investor takeaways

• Debt reduction: Extinguishes nearly $1.9 million in debt, potentially strengthening leverage metrics.
• Equity issuance: 1.5 million preferred shares create possible future dilution depending on conversion terms (not disclosed in this filing).
• Manageable cash outflow: $378 k spread over six months mitigates immediate liquidity strain.

Insights

Financial Analyst

TL;DR Debt exchanged for preferred equity; balance sheet improves, but dilution and cash outflow temper upside—overall neutral impact.

The transaction removes a $1.878 million liability, a clear positive for leverage and covenant headroom. However, the issuance of 1.5 million Series AAAA Jr. Convertible Preferred shares introduces conversion and dividend risk that could dilute common shareholders. The $378 k scheduled cash payments are modest and spread over two fiscal quarters, limiting liquidity pressure. Absent details on conversion price or dividend terms, the market will likely view the deal as balance-sheet neutral to modestly positive.

Securities Analyst

TL;DR Note-for-equity swap cleans debt ledger; preferred stock adds future overhang—impact judged balanced.

Eliminating the promissory note removes debt from the capital structure, but investors must weigh the overhang of 1.5 million convertible preferred shares. Without stated conversion mechanics, assessing dilution is difficult, yet the existence of a junior series suggests subordination to existing preferred. The six-month cash payout schedule is short, but small relative to the foregone debt. Net effect: modest improvement in credit profile offset by equity overhang.

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025

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	07/10/2025		A		434(1)	A	$66.24(1)	7,616,838(2)	I	See Footnotes(1)(2)(3)(4)
Common Stock, par value $0.01 per share								413,065	I	See Footnotes(3)(4)(5)

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	X	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	X	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	X	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 434 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 July 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.

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	07/11/2025
	** Signature of Reporting Person	Date
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