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

Rhea-AI Filing Summary

Victory Capital Holdings (VCTR) Form 4 — 08/20/2025: Multiple related Crestview entities and Mr. Robert V. Delaney Jr. reported intra-group distributions and adjustments of common stock. The filing shows dispositions of 3,500,000 and 22,267 shares and acquisitions of 38,875 and 2,420 shares, all at $0, reflecting pro rata distributions among partners rather than open-market trades. After these transactions the largest reported indirect beneficial ownership positions are 4,116,838 and 4,094,571 shares for certain Crestview entities, with Mr. Delaney holding smaller indirect interests through family LLCs and Crestview entities. The filing discloses voting/dispositive controls and a disclaimer that each reporting person disclaims beneficial ownership except to the extent of pecuniary interest.

Positive

• Transparent disclosure of intra-group share distributions and resulting beneficial ownership positions
• Clarification of voting/dispositive authority — Crestview GP exercises voting power subject to investment committee approval

Negative

• Large reported disposition line of 3,500,000 shares (reported as a distribution) could be perceived as a reduction in a single entity's direct holdings
• Form 4 does not state consideration or external sale, leaving some readers uncertain whether these represent liquidity events or internal reorganizations

Insights

Securities Analyst

TL;DR: Transactions are intra-group distributions among Crestview entities and affiliates, not market sales, so immediate market impact appears limited.

The Form 4 documents multiple zero-price transfers on 08/20/2025 between Crestview-related reporting persons and their partners. The largest line shows a 3,500,000 share disposition and resulting indirect holdings of 4,116,838 shares for one reporting entity. Reporting clarifies voting and dispositive authority resides with Crestview GP subject to its investment committee procedures. For investors, this clarifies ownership structure and governance relationships but provides no new cash-flow or operating information. The movements are described as pro rata distributions and accompanied by standard disclaimers of beneficial ownership beyond pecuniary interest.

Corporate Governance Expert

TL;DR: The filing increases transparency on who controls votes and economic interests, showing committee approval rules for disposals.

The disclosure states that Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P., and that such decisions require approval of a majority of the investment committee plus its chairman. It also documents that Mr. Delaney is an indirect member of the relevant Crestview entities and holds some shares via family LLCs. These details are material to governance analysis because they identify the chain of control and decision-making for ~millions of shares, but they do not indicate external sales or a change in corporate control.

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

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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)
08/20/2025

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	08/20/2025		J(1)		3,500,000(1)	D	$0(1)	4,116,838(1)	I	See Footnotes(3)(4)(5)(6)
Common Stock, par value $0.01 per share	08/20/2025		J(2)		22,267(2)	D	$0(2)	4,094,571(2)	I	See Footnotes(3)(4)(5)(6)
Common Stock, par value $0.01 per share	08/20/2025		J(1)		38,875(1)	A	$0(1)	451,940(1)	I	See Footnotes(5)(6)(7)
Common Stock, par value $0.01 per share	08/20/2025		J(2)		2,420(2)	A	$0(2)	2,420(2)	I	See Footnotes(5)(6)(8)

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 a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

2. Reflects a pro rata distribution of common stock held by Crestview Advisors, LLC to each of its applicable partners for no consideration.

3. Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. (including shares issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly cash director fees for Mr. Delaney's service on the Issuer's board of directors, for which Mr. Delaney has previously assigned all rights, title and interest in such shares Crestview Advisors, L.L.C.). Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P.

4. 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.

5. 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).

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

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

8. 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	08/20/2025
	** 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.
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FAQ

What transactions did Crestview report on Victory Capital (VCTR) Form 4 dated 08/20/2025?

The filing reports zero-price dispositions of 3,500,000 and 22,267 shares and zero-price acquisitions of 38,875 and 2,420 shares on 08/20/2025, described as pro rata distributions among partners.

How many shares does Crestview hold indirectly after the reported transactions?

The filing shows indirect beneficial ownership positions of 4,116,838 and 4,094,571 shares for certain Crestview entities following the transactions.

Did the filing indicate these were open-market sales or purchases?

No — all reported transfers are shown at a $0 price and are described as pro rata distributions among partners rather than open-market trades.

What governance controls over voting are disclosed in the Form 4?

The filing states Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P., and such decisions require approval by a majority of the investment committee and its chairman.

Does Mr. Robert V. Delaney Jr. directly own the reported shares?

Mr. Delaney is reported as an indirect member of Crestview entities and holds shares indirectly through The 2007 Delaney Family LLC and The 2010 Delaney Family LLC; the filing also notes he previously assigned certain director-fee shares to Crestview Advisors, L.L.C.