Form 4: Crestview Partners Increases VCTR Stake via Director Fees

Crestview Partners II GP, L.P. and related entities acquired 435 shares of Victory Capital Holdings, Inc. common stock through a director fee conversion.

Summary

• Crestview Partners II GP, L.P., Crestview Victory, L.P., Crestview Advisors, L.L.C., and Robert V. Delaney Jr. reported changes in beneficial ownership of Victory Capital Holdings, Inc. (VCTR) common stock.
• On October 10, 2025, 435 shares of common stock were acquired at a price of $65.98 per share.
• The acquisition reflects the issuance of shares under the Issuer's 2018 Stock Incentive Plan to Robert V. Delaney Jr. in lieu of quarterly director fees totaling $28,750.
• Mr. Delaney, a director, assigned all rights to these shares to Crestview Advisors, L.L.C.
• Following the transaction, Crestview entities beneficially own 4,117,273 shares indirectly, and Mr. Delaney indirectly holds 451,940 shares through The 2007 Delaney Family LLC.
• Crestview Partners II GP, L.P., Crestview Victory, L.P., and Crestview Advisors, L.L.C. are identified as Directors and 10% Owners of Victory Capital Holdings, Inc.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive due to a director choosing equity compensation over cash, which generally signals confidence and aligns interests with shareholders. However, the transaction size is small and routine, limiting significant impact.

Positives

• A director, Robert V. Delaney Jr., elected to receive shares of common stock instead of cash for quarterly director fees, indicating alignment of management and insider interests with shareholders.
• The transaction demonstrates continued investment by a significant shareholder and director in the company's equity.

Negatives

• No specific negative aspects are identified within this routine insider transaction report.

Risks

• This Form 4 filing primarily reports an insider transaction and does not detail specific operational or financial risks for Victory Capital Holdings, Inc.

Future Outlook

This Form 4 filing is a report of a past insider transaction and does not contain any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Management Comments

• Robert V. Delaney Jr. elected to receive shares of common stock in lieu of cash for his quarterly director fees, demonstrating a commitment to equity-based compensation.

Industry Context

The practice of compensating directors with company stock in lieu of cash is a common corporate governance strategy in the financial services industry, aiming to align the interests of directors with those of shareholders. This transaction is consistent with such industry practices.

Comparison to Industry Standards

• This filing reports a routine insider transaction related to director compensation. It does not provide financial results, project outcomes, or operational metrics that would allow for a direct comparison to global benchmarks or specific comparable companies' performance.

Related Party Transactions

• The acquisition of shares by Robert V. Delaney Jr., a director, in lieu of cash director fees, constitutes a related party transaction.

Stakeholder Impact

• Shareholders: The transaction represents a minor dilution from the issuance of new shares but is generally viewed positively as it aligns director interests with shareholder value.
• Management/Directors: Robert V. Delaney Jr.'s decision to take stock compensation reinforces his vested interest in the company's performance.

Next Steps

• No specific future actions, events, or milestones are mentioned in this Form 4 filing beyond the reported transaction.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction where a director elected to receive shares instead of cash for compensation, indicating alignment with shareholder interests. However, the transaction's small size and routine nature do not present a significant catalyst to alter an existing investment thesis or warrant a strong buy or sell recommendation based solely on this filing.

Keywords

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