Victory Capital Holdings, Inc. received an amended Schedule 13G showing that Crestview-affiliated entities report beneficial ownership of 4,095,006 shares of Class A common stock, or 6.3% of the class. Most of these shares – 4,091,983 – are directly owned by Crestview Victory, L.P., while Crestview Advisors, L.L.C. holds 3,023 shares.
The ownership percentage is calculated against 64,935,459 shares of common stock outstanding as of October 31, as reported in Victory Capital’s Form 10-Q filed November 7, 2025. The Crestview entities share voting and dispositive power over these shares and each disclaims beneficial ownership beyond its pecuniary interest.
What does the Crestview Schedule 13G/A disclose about Victory Capital (VCTR)?
The filing shows Crestview-affiliated entities report beneficial ownership of 4,095,006 Victory Capital Class A shares, equal to 6.3% of the class. These shares are primarily held through Crestview Victory, L.P., with a smaller portion held by Crestview Advisors, L.L.C.
How many Victory Capital (VCTR) shares does Crestview Victory, L.P. own?
Crestview Victory, L.P. directly owns 4,091,983 shares of Victory Capital Class A common stock. This holding represents the vast majority of the 4,095,006 shares reported as beneficially owned by the Crestview group in the amended Schedule 13G filing.
What percentage of Victory Capital’s stock do Crestview entities own?
Crestview-related entities report beneficial ownership of 6.3% of Victory Capital’s Class A common stock. This percentage is based on 64,935,459 shares outstanding as of October 31, as disclosed in Victory Capital’s Form 10-Q filed November 7, 2025.
How many Victory Capital (VCTR) shares does Crestview Advisors, L.L.C. hold?
Crestview Advisors, L.L.C. directly holds 3,023 shares of Victory Capital Class A common stock. These shares were assigned by certain current and former directors who received them under the 2018 Stock Incentive Plan for their service on Victory Capital’s board.
Do Crestview entities have voting and dispositive power over Victory Capital (VCTR) shares?
The Crestview entities report shared voting and dispositive power over the Victory Capital shares, and no sole voting or dispositive power. Each reporting person disclaims beneficial ownership of the securities except to the extent of its pecuniary interest in those shares.
How was the ownership percentage for Crestview’s Victory Capital (VCTR) stake calculated?
The 6.3% ownership figure is calculated using 64,935,459 Victory Capital common shares outstanding as of October 31. That share count comes from Victory Capital’s Form 10-Q filed on November 7, 2025, which the Crestview filing references for its percentage calculation.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)
Victory Capital Holdings, Inc.
(Name of Issuer)
Class A Common Stock, $0.01 par value per share
(Title of Class of Securities)
92645B103
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
92645B103
1
Names of Reporting Persons
Crestview Partners II GP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,095,006.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,095,006.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,095,006.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: The total in Rows (6), (8), and (9) represents the 4,095,006 shares of Class A common stock, par value $0.01 ("Class A Common Stock") of Victory Capital Holdings, Inc. (the "Issuer") that are directly beneficially owned by Crestview Partners II GP, L.P., Crestview Victory, L.P. ("Crestview Victory") and Crestview Advisors, L.L.C. ("Crestview Advisors") and deemed to be beneficially owned by the Reporting Person.
SCHEDULE 13G
CUSIP No.
92645B103
1
Names of Reporting Persons
Crestview Victory, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,091,983.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,091,983.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,091,983.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
92645B103
1
Names of Reporting Persons
Crestview Advisors, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,023.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,023.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,023.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Victory Capital Holdings, Inc.
(b)
Address of issuer's principal executive offices:
15935 La Cantera Parkway, San Antonio, TX 78256
Item 2.
(a)
Name of person filing:
See Item 2(b).
(b)
Address or principal business office or, if none, residence:
Crestview Partners II GP, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
Crestview Victory, L.P.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
Crestview Advisors, L.L.C.
c/o Crestview Partners
590 Madison Avenue, 42nd Floor
New York, NY 10022
(c)
Citizenship:
See Row (4) of each Reporting Person's cover page.
(d)
Title of class of securities:
Class A Common Stock, $0.01 par value per share
(e)
CUSIP No.:
92645B103
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
See Row (9) of each Reporting Person's cover page.
Crestview Partners II GP, L.P. is the general partner of each of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of Crestview Victory GP, LLC and a limited partner of Crestview Victory, L.P. Crestview Victory GP, LLC is the general partner of Crestview Victory, L.P. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
Each of Crestview Partners II GP, L.P., Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P. may be deemed to have beneficial ownership of the 4,091,983 shares of Common Stock directly owned by Crestview Victory, L.P.
Robert V. Delaney, Jr. and Richard M. DeMartini are members of the Issuer's board of directors. Mr. Delaney is a partner of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. Mr. Hurst and Mr. DeMartini are Vice Chairman of Crestview, L.L.C. and Crestview Advisors, L.L.C. Robert J. Hurst is a former member of the Issuer's board of directors. Alex J. Binderow is a former member of the Issuer's board of directors and a former partner of Crestview, L.L.C. and Crestview Advisors, L.L.C.
Messrs. Binderow, Delaney, Hurst and DeMartini were issued shares under the 2018 Stock Incentive Plan for service on the Issuer's board of directors. The shares were fully vested as of the date of issuance. Each of Messers. Binderow, Delaney, Hurst and DeMartini has assigned all rights, title and interest in 3,023 such shares of Common Stock to Crestview Advisors, L.L.C., which holds such shares directly.
Each reporting person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.
(b)
Percent of class:
See Row (11) of each Reporting Person's cover page. The percentage herein is based on 64,935,459 shares of Common Stock outstanding as of October 31 as reported in the Issuer's Form 10-Q filed November 7, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
See Row (5) of each Reporting Person's cover page.
(ii) Shared power to vote or to direct the vote:
See Row (6) of each Reporting Person's cover page.
(iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each Reporting Person's cover page.
(iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each Reporting Person's cover page.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
