| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (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);
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| (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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| 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:
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| | (i) Sole power to vote or to direct the vote:
See Row (5) of each Reporting Person's cover page.
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| | (ii) Shared power to vote or to direct the vote:
See Row (6) of each Reporting Person's cover page.
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| | (iii) Sole power to dispose or to direct the disposition of:
See Row (7) of each Reporting Person's cover page.
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| | (iv) Shared power to dispose or to direct the disposition of:
See Row (8) of each Reporting Person's cover page.
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
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Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(d)