4/A: Crestview Amends VCTR Ownership, Director Stock Compensation

An amended SEC Form 4 filing details Crestview Partners' updated beneficial ownership in Victory Capital Holdings, including a director's stock compensation and the cessation of 10% owner status.

Summary

• Crestview Partners II GP, L.P. filed an amended Form 4, correcting previous beneficial ownership details for Victory Capital Holdings, Inc. (VCTR).
• Robert V. Delaney Jr., a director, received 435 shares of VCTR Common Stock on October 10, 2025, in lieu of $28,750 in quarterly director fees.
• The shares were issued under the Issuer's 2018 Stock Incentive Plan at a price of $65.98 per share, based on the closing price on October 10, 2025.
• Mr. Delaney assigned all rights, title, and interest in these shares to Crestview Advisors, L.L.C.
• The amendment reflects that the Reporting Persons (Crestview entities and Mr. Delaney) ceased to be 10% Owners of Victory Capital Holdings, Inc. effective August 20, 2025.
• Following the reported transaction, indirect beneficial ownership includes 4,095,006 shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C., 451,940 shares by The 2007 Delaney Family LLC, and 2,420 shares by The 2010 Delaney Family LLC.

Sentiment

Score: 5

Explanation: The filing is a routine compliance update for insider ownership and compensation. The director's stock compensation is a positive for alignment, but the cessation of 10% owner status by Crestview entities could be viewed neutrally to slightly negatively, balancing the overall sentiment to neutral.

Positives

• Director Robert V. Delaney Jr. received 435 shares of common stock as compensation, aligning his interests more closely with shareholders by increasing his equity stake in the company.

Negatives

• The reporting persons, including Crestview Partners II GP, L.P., Crestview Victory, L.P., Crestview Advisors, L.L.C., and Robert V. Delaney Jr., ceased to be 10% owners of Victory Capital Holdings, Inc. effective August 20, 2025, indicating a reduction in significant institutional ownership.

Risks

• The cessation of 10% ownership by Crestview entities could be interpreted as a reduced commitment or strategic shift, potentially impacting investor perception or signaling a change in institutional support.

Future Outlook

The filing is a compliance document detailing changes in beneficial ownership and does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

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

Industry Context

This Form 4/A filing primarily concerns insider ownership and compensation, offering limited direct insight into broader industry trends or competitive landscape for Victory Capital Holdings, Inc. The cessation of 10% ownership by a significant institutional investor like Crestview Partners could be a point of interest for market observers tracking institutional movements within the asset management sector.

Corporate Governance

Related Party Transactions

• The issuance of shares to Robert V. Delaney Jr., a director, and his subsequent assignment of these shares to Crestview Advisors, L.L.C., an entity he is indirectly associated with, constitutes a related party transaction.
• Crestview Partners II GP, L.P., Crestview Victory, L.P., and Crestview Advisors, L.L.C. are all related entities involved in the beneficial ownership reporting.

Stakeholder Impact

• Shareholders: The issuance of stock to a director for fees can be seen as a positive for aligning management interests with shareholder value. The cessation of 10% ownership by Crestview entities might lead to questions about their long-term strategy or commitment, potentially impacting investor confidence.
• Management/Directors: Robert V. Delaney Jr.'s compensation structure now includes more equity, increasing his direct financial stake in the company's performance.

Next Steps

• The filing does not explicitly mention any future actions, events, or milestones beyond the reported transaction and ownership changes.

Key Dates

Keywords

Victory Capital Holdings, VCTR, Crestview Partners, Form 4/A, Beneficial Ownership, Director Compensation, Stock Incentive Plan, SEC Filing, Institutional Ownership