Crestview entities restructure Victory Capital stake

Victory Capital Holdings, Inc. received a Form 4 detailing an internal restructuring of indirect holdings tied to Crestview entities and director Robert V. Delaney Jr.

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. received a Form 4 detailing an internal restructuring of indirect holdings tied to Crestview entities and director Robert V. Delaney Jr. Two “J” code entries reclassified a total of 2,139,742 shares of common stock as part of entity-level changes for no consideration.

Crestview Partners II GP, L.P. and Crestview Victory, L.P. made a pro rata distribution of shares to their partners, while Crestview GP retains voting and dispositive power over Crestview Victory, L.P. Mr. Delaney’s indirect holdings include 2,420 shares through family LLCs, and each reporting person disclaims beneficial ownership beyond its or his pecuniary interest.

Insider Trade Summary

Other: 2,139,742 shares

Other 3 txns

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
Other	Common Stock, par value $0.01 per share	2,100,000	$0.00	$0.00
Other	Common Stock, par value $0.01 per share	39,742	$0.00	$0.00
holding	Common Stock, par value $0.01 per share	--	--	--

Holdings After Transaction: Common Stock, par value $0.01 per share — 494,102 shares (Indirect, See Footnotes)

Footnotes (7)

1. F1. 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. F2. 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.
3. F3. 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.
4. F4. 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).
5. F5. Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.
6. F6. Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC, an entity which Mr. Delaney controls.
7. F7. Reflects shares indirectly held by Mr. Delaney through The 2010 Delaney Family LLC, an entity which Mr. Delaney controls.

Key Figures

Restructured shares total: 2,139,742 shares J-code transaction shares: 39,742 shares J-code transaction shares: 2,100,000 shares +3 more

6 metrics

Restructured shares total 2,139,742 shares Total restructuring shares in J-code transactions

J-code transaction shares 39,742 shares Other acquisition or disposition entry

J-code transaction shares 2,100,000 shares Other acquisition or disposition entry

Post-transaction holdings 491,682 shares Total shares following one J-code transaction

Post-transaction holdings 1,995,847 shares Total shares following the 2,100,000-share J-code transaction

Indirect Delaney family holdings 2,420 shares Shares indirectly held via 2007 and 2010 Delaney Family LLCs

Key Terms

pro rata distribution, beneficial ownership, pecuniary interest, investment committee, +1 more

5 terms

pro rata distribution financial

"Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. and Crestview Victory, L.P."

A pro rata distribution is when a company or organization shares out money, assets, or benefits evenly among all eligible people based on their size or share. For example, if a company makes a profit and distributes it to shareholders, each person gets a portion proportional to how many shares they own. It ensures everyone gets their fair part based on their ownership or stake.

beneficial ownership regulatory

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

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

pecuniary interest financial

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

investment committee financial

"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."

An investment committee is a small group of experienced people who set the rules and make the key decisions about what investments to buy, hold, or sell for a fund, pension, or portfolio. Think of them as the steering team that balances goals, potential returns and risk—their choices shape how much money investors are likely to gain or lose and provide consistent oversight so decisions aren’t made impulsively.

voting and dispositive power regulatory

"Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Crestview entities report in this Victory Capital (VCTR) Form 4?

The Form 4 reports internal restructuring transactions by Crestview-related entities involving Victory Capital common stock. Two “J” code entries reclassified a combined 2,139,742 shares through entity-level changes, rather than open-market buying or selling, with no consideration exchanged in the pro rata distribution.

Were any Victory Capital (VCTR) shares bought or sold on the market?

No market purchases or sales are reported. The transactions are coded “J” for other acquisition or disposition and described as a pro rata distribution of shares to partners for no consideration, reflecting internal ownership reallocation rather than trading in the public market.

How many Victory Capital (VCTR) shares were affected by the restructuring?

The restructuring covered 2,139,742 shares of Victory Capital common stock. This total reflects two “J” code entries for 39,742 shares and 2,100,000 shares, classified as restructuring transactions in the summary, rather than traditional buy or sell activity.

What is Crestview’s role in voting Victory Capital (VCTR) shares?

Crestview Partners II GP, L.P. exercises voting and dispositive power over shares held by Crestview Victory, L.P. Decisions to vote or dispose of these shares require approval from a majority of the investment committee members plus the committee’s chairman, according to the disclosed governance structure.

How is director Robert V. Delaney Jr. related to the Victory Capital (VCTR) holdings?

Robert V. Delaney Jr. is a Victory Capital director and an indirect member of Crestview entities. He also indirectly holds 2,420 shares through The 2007 Delaney Family LLC and The 2010 Delaney Family LLC, which he controls, while all reporting persons disclaim beneficial ownership beyond their pecuniary interests.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 05/29/2026 - 07:30 AM Learn about SEC filing dates

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 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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2026

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

	Form filed by One Reporting Person
X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock, par value $0.01 per share	05/29/2026		J(1)		2,100,000(1)	D	(1)	1,995,847(1)	I	See Footnotes(2)(3)(4)(5)
Common Stock, par value $0.01 per share	05/29/2026		J(1)		39,742(1)	A	(1)	491,682(1)	I	See Footnotes(4)(5)(6)
Common Stock, par value $0.01 per share								2,420	I	See Footnotes(4)(5)(7)

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 NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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 NEW YORK 10022

(City) (State) (Zip)

UNITED STATES

(Country)

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. 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.

3. 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.

4. 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).

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

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

7. 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	05/29/2026
	** 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.
* Form 4: SEC 1474 (03-26)