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Victory Capital (VCTR) director takes 424-share stock fee award

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

Rhea-AI Filing Summary

Crestview Partners II GP, L.P. reported acquisition or exercise transactions in this Form 4 filing.

Victory Capital Holdings, Inc. reported that director Robert V. Delaney Jr. received an award of 424 shares of common stock under the company’s 2018 Stock Incentive Plan. The shares were issued in lieu of quarterly board fees of $28,750, using a price of $67.79 per share based on the April 10, 2026 closing price.

Mr. Delaney assigned all rights and interests in these shares to Crestview Advisors, L.L.C. The filing also shows indirect holdings of 4,095,847 shares through Crestview Victory, L.P. and Crestview Advisors, L.L.C., plus additional indirect holdings of 451,940 and 2,420 shares through the 2007 and 2010 Delaney Family LLCs. Each reporting person disclaims beneficial ownership beyond its or his pecuniary interest.

Positive

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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 424 $67.79 $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 — 4,095,847 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Reflects the issuance of 424 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 April 10, 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.
Director stock grant 424 shares Award under 2018 Stock Incentive Plan on April 10, 2026
Grant price per share $67.79 per share Based on April 10, 2026 closing price
Fees replaced by stock $28,750 Quarterly director fees paid in shares instead of cash
Crestview-related indirect holdings 4,095,847 shares Indirectly held via Crestview Victory, L.P. and Crestview Advisors, L.L.C.
2007 Delaney Family LLC holdings 451,940 shares Indirectly held by Mr. Delaney through The 2007 Delaney Family LLC
2010 Delaney Family LLC holdings 2,420 shares Indirectly held by Mr. Delaney through The 2010 Delaney Family LLC
2018 Stock Incentive Plan financial
"Reflects the issuance of 424 shares of Common Stock under the Issuer's 2018 Stock Incentive Plan"
voting and dispositive power financial
"Crestview Partners II GP, L.P. exercises voting and dispositive power over shares held by Crestview Victory, L.P."
pecuniary interest financial
"Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein."
indirectly held financial
"Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/10/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share04/10/2026A424(1)A$67.79(1)4,095,847(2)ISee Footnotes(1)(2)(3)(4)(6)
Common Stock, par value $0.01 per share451,940ISee Footnotes(3)(4)(5)
Common Stock, par value $0.01 per share2,420ISee 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount 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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% 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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% 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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% 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 NEW YORK 10022
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirector10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Reflects the issuance of 424 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 April 10, 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 Officer04/14/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Victory Capital (VCTR) report on April 10, 2026?

Victory Capital reported a grant of 424 common shares to director Robert V. Delaney Jr. This stock award replaced $28,750 of quarterly cash director fees, using a $67.79 share price based on the April 10, 2026 closing price.

How was the 424-share award to the Victory Capital (VCTR) director valued?

The 424-share award was valued using a per-share price of $67.79, matching Victory Capital’s April 10, 2026 closing price. This equated to $28,750 of director fees that otherwise would have been paid in cash for board service.

Who ultimately holds the 424 Victory Capital (VCTR) shares granted to Robert V. Delaney Jr.?

Although 424 shares were issued to Robert V. Delaney Jr., he assigned all rights, title and interest in those shares to Crestview Advisors, L.L.C. The filing notes that Crestview entities exercise voting and dispositive power over certain indirectly held shares.

What indirect holdings does Robert V. Delaney Jr. have in Victory Capital (VCTR)?

The document reports 451,940 and 2,420 Victory Capital shares indirectly held through The 2007 Delaney Family LLC and The 2010 Delaney Family LLC. Both entities are controlled by Mr. Delaney, and each reporting person disclaims beneficial ownership beyond pecuniary interest.

What is Victory Capital’s 2018 Stock Incentive Plan used for in this Form 4?

The 2018 Stock Incentive Plan was used to issue 424 Victory Capital common shares to director Robert V. Delaney Jr. Instead of receiving cash board fees of $28,750, he received stock, with the per-share value set by the April 10, 2026 market closing price.