Form 4: Victory Capital Director and Crestview Partners Acquire Shares as Compensation

Crestview Partners II GP, L.P., along with affiliated entities and Director Robert V. Delaney Jr., reported the acquisition of 434 shares of Victory Capital Holdings, Inc. common stock as part of director compensation.

Summary

• Crestview Partners II GP, L.P., Crestview Victory, L.P., Crestview Advisors, L.L.C., and Robert V. Delaney Jr. reported a transaction involving Victory Capital Holdings, Inc. common stock.
• On July 10, 2025, 434 shares of common stock were issued under Victory Capital's 2018 Stock Incentive Plan to Robert V. Delaney Jr.
• These shares were issued in lieu of quarterly director fees totaling $28,750 payable in cash to Mr. Delaney.
• The price per share for this transaction was $66.24, based on the closing price on July 10, 2025.
• Mr. Delaney assigned all rights to these 434 shares to Crestview Advisors, L.L.C.
• Following this transaction, Crestview entities beneficially own 7,616,838 shares indirectly.
• Mr. Delaney indirectly holds 413,065 shares through The 2007 Delaney Family LLC.

Sentiment

Score: 7

Explanation: The document reports a routine insider transaction involving equity compensation, which is generally a neutral to slightly positive signal as it aligns director interests with shareholders. There are no negative disclosures or red flags.

Positives

• Issuance of shares as compensation aligns the interests of the director and major shareholders (Crestview) with the long-term performance of Victory Capital Holdings, Inc.
• The transaction reflects a standard compensation practice for board service, indicating stable corporate governance.

Future Outlook

The document does not contain any forward-looking statements or guidance regarding 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 filing details a routine insider transaction where a director receives equity compensation. This practice is common across the financial services industry, particularly for asset management firms like Victory Capital Holdings, as it aligns the interests of board members with long-term shareholder value. The involvement of Crestview Partners, a significant institutional investor, highlights their continued stake and influence in the company.

Comparison to Industry Standards

• The issuance of equity in lieu of cash for director fees is a standard practice in corporate governance, aligning director incentives with shareholder interests, similar to practices at other publicly traded asset managers such as BlackRock (BLK) or T. Rowe Price (TROW).
• The reported share price of $66.24 for the compensation shares is a market-based valuation, consistent with how equity compensation is typically valued in the industry.
• The significant beneficial ownership by Crestview Partners (over 7.6 million shares) is indicative of a major institutional investor's long-term commitment, a common characteristic seen with private equity-backed companies transitioning to public markets or maintaining substantial stakes post-IPO.

Corporate Governance

Related Party Transactions

• Issuance of 434 shares to Robert V. Delaney Jr., a director, in lieu of cash director fees. Mr. Delaney is also an indirect member of Crestview, L.L.C. and Crestview Advisors, L.L.C., which are general partners or advisors to the Crestview entities that are also reporting persons and significant shareholders.
• Mr. Delaney assigned all rights to the 434 shares to Crestview Advisors, L.L.C., further consolidating ownership within the Crestview group.

Stakeholder Impact

• Shareholders: The transaction increases the equity stake of a director and major institutional investor (Crestview), potentially signaling confidence and aligning interests for long-term value creation.
• Management/Board: The compensation structure reinforces equity-based incentives for board members.

Next Steps

• No specific future actions or milestones are mentioned in this transactional filing.

Key Dates

Recommendation

Keywords

Victory Capital Holdings, VCTR, SEC Form 4, Insider Transaction, Stock Incentive Plan, Director Compensation, Crestview Partners, Robert V. Delaney Jr., Equity Compensation, Beneficial Ownership