Victory Capital (NASDAQ: VCTR) director receives 311-share fee award in stock

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 an insider compensation transaction involving director Robert V. Delaney Jr. On July 10, 2026, 311 shares of common stock were issued under the 2018 Stock Incentive Plan in lieu of $28,750 in quarterly director fees, valued using the $92.24 closing share price.

Delaney assigned all rights in these shares to Crestview Advisors, L.L.C. After the award, 1,996,158 shares were reported as held indirectly through Crestview-affiliated entities, and additional indirect holdings of 2,420 and 491,682 shares exist through Delaney family LLCs, with each reporting person disclaiming beneficial ownership beyond its pecuniary interest.

Insider Trade Summary

3 transactions reported

Mixed 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
Grant/Award	Common Stock, par value $0.01 per share	311	$92.24	$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 — 1,996,158 shares (Indirect, See Footnotes)

Footnotes (1)

1. Reflects the issuance of 311 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, 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.

Key Figures

Stock award shares: 311.0000 shares Director fee amount: $28,750 Award valuation price: 92.2400 per share +3 more

6 metrics

Stock award shares 311.0000 shares Common Stock granted July 10, 2026 under 2018 Stock Incentive Plan in lieu of cash fees

Director fee amount $28,750 Quarterly director fees replaced by stock award to Robert V. Delaney Jr.

Award valuation price 92.2400 per share Closing price on July 10, 2026 used to calculate the share grant

Indirect Crestview holdings post-award 1996158.0000 shares Indirect Common Stock held through Crestview-affiliated entities after the transaction

Delaney 2007 Family LLC holdings 2420.0000 shares Indirect shares held through The 2007 Delaney Family LLC

Delaney 2010 Family LLC holdings 491682.0000 shares Indirect shares held through The 2010 Delaney Family LLC

Key Terms

2018 Stock Incentive Plan, quarterly director fees, dispositive power, pecuniary interest, +1 more

5 terms

2018 Stock Incentive Plan financial

"issuance of 311 shares of Common Stock under the Issuer's 2018 Stock Incentive Plan"

quarterly director fees financial

"in lieu of quarterly director fees for service on the Issuer's Board"

dispositive power financial

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

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

pecuniary interest financial

"disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest"

indirectly held financial

"Reflects shares indirectly held by Mr. Delaney through The 2007 Delaney Family LLC"

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Available on EDGAR 07/14/2026 - 04:43 PM Accepted by SEC EDGAR 07/14/2026 - 04:42 PM Learn about SEC filing dates

FAQ

What insider transaction did Victory Capital (VCTR) report for July 10, 2026?

Robert V. Delaney Jr. received 311 Victory Capital common shares on July 10, 2026 as stock-based director compensation. The grant was made under the 2018 Stock Incentive Plan, replacing $28,750 in quarterly cash fees and using the $92.24 closing share price to determine the share amount.

How much of Victory Capital (VCTR) director Delaney’s cash fee was replaced by stock?

Quarterly director fees of $28,750 were replaced with shares of Victory Capital common stock. The company issued 311 shares under the 2018 Stock Incentive Plan, with the number of shares based on the $92.24 closing price on July 10, 2026.

Who ultimately holds the 311 Victory Capital (VCTR) shares issued to Robert V. Delaney Jr.?

The 311 shares issued to Robert V. Delaney Jr. were assigned in full to Crestview Advisors, L.L.C.. Delaney transferred all rights, title, and interest in the shares, and the reporting persons collectively disclaim beneficial ownership except to the extent of their pecuniary interests.

What indirect Victory Capital (VCTR) holdings are reported through Crestview entities?

After the award, 1,996,158 Victory Capital shares were reported as indirectly held through Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. exercises voting and dispositive power over these shares, subject to its investment committee approval process and beneficial ownership disclaimers.

What Victory Capital (VCTR) shares does Delaney hold through family LLCs?

Indirect holdings include 2,420 shares through The 2007 Delaney Family LLC and 491,682 shares through The 2010 Delaney Family LLC. Both entities are controlled by Robert V. Delaney Jr., while each reporting person disclaims beneficial ownership beyond its or his pecuniary interest.

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)
07/10/2026

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	07/10/2026		A		311(1)	A	$92.24(1)	1,996,158(2)	I	See Footnotes(1)(2)(3)(4)(6)
Common Stock, par value $0.01 per share								491,682	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 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 the issuance of 311 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, 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	07/14/2026
	** 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.
* Form 4: SEC 1474 (03-26)