Form 4: Crestview-Linked Director Acquires VCTR Shares

A director associated with Crestview Partners acquired 417 shares of Victory Capital Holdings, Inc. common stock in lieu of cash director fees.

Summary

• Crestview Partners II GP, L.P., along with related entities and director Robert V. Delaney Jr., reported changes in beneficial ownership of Victory Capital Holdings, Inc. (VCTR) common stock.
• Robert V. Delaney Jr., a director, acquired 417 shares of VCTR common stock on January 12, 2026.
• The shares were issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly director fees totaling $28,750.
• The acquisition price was $68.93 per share, based on the closing price on the transaction date.
• Mr. Delaney assigned all rights to these newly acquired shares to Crestview Advisors, L.L.C.
• Following this transaction, the reporting persons collectively beneficially own 4,095,423 shares (through Crestview Victory, L.P. and Crestview Advisors, L.L.C.), 451,940 shares (through The 2007 Delaney Family LLC), and 2,420 shares (through The 2010 Delaney Family LLC).

Sentiment

Score: 7

Explanation: The acquisition of shares by a director in lieu of cash fees is generally viewed positively as it indicates confidence in the company's future and aligns management interests with shareholders. It's a routine transaction but carries a positive signal.

Positives

• A director and associated entities increased their beneficial ownership in Victory Capital Holdings, Inc. by 417 shares.
• The acquisition of shares in lieu of cash fees demonstrates a commitment to the company's long-term performance by aligning director interests with shareholders.

Future Outlook

The filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Reflects the issuance of 417 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.
• Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.
• 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 filing reflects a routine compensation practice where a director elects to receive equity instead of cash for board service. This aligns the director's interests with long-term shareholder value, a common practice in the financial services industry to foster commitment and confidence.

Corporate Governance

Related Party Transactions

• The issuance of 417 shares of common stock to Robert V. Delaney Jr., a director, in lieu of cash director fees, constitutes a related party transaction.
• Mr. Delaney assigned all rights to these shares to Crestview Advisors, L.L.C., an entity with which he is indirectly associated.
• Crestview Partners II GP, L.P., Crestview Victory, L.P., and Crestview Advisors, L.L.C. are all related parties to Mr. Delaney and the issuer, with Crestview Partners II GP, L.P. also being a 10% owner.

Stakeholder Impact

• Shareholders: The transaction signals director confidence in the company's future, potentially boosting investor sentiment. It also aligns director incentives with shareholder interests.
• Management/Directors: Robert V. Delaney Jr. and associated entities increase their equity stake, further aligning their financial interests with the company's performance.

Key Dates

Recommendation

While the director's decision to take equity over cash for compensation is a positive signal of confidence, this Form 4 represents a routine, relatively small transaction in the context of the company's overall market capitalization and existing insider holdings. It does not present new fundamental information that would warrant a change in investment thesis, but rather reinforces a 'hold' position for existing investors who believe in the company's long-term prospects.

Keywords

Victory Capital Holdings, VCTR, Crestview Partners, Insider Trading, Form 4, Director Compensation, Equity Acquisition, Beneficial Ownership, Financial Services