Victory Capital Holdings, Inc. — Director's Dealing 2022

Nov 25, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Victory Capital Holdings, Inc. (VCTR)
CIK: 0001570827
Period of Report: 2022-11-25

Reporting Person: Crestview Partners II GP, L.P. (Director, 10% Owner)
Reporting Person: Crestview Victory, L.P. (Director, 10% Owner)
Reporting Person: Crestview Advisors, L.L.C. (Director, 10% Owner)
Reporting Person: Delaney Robert V. Jr. (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-11-25	Common Stock	J	2377359	—	Disposed	25695996	Indirect

Footnotes

F1: Reflects a prorata distribution of Shares held by Crestview Victory, L.P. to its applicable partners for no consideration.

F2: Includes (i) 2,775 shares issued under the Issuer's 2018 Stock Incentive Plan in lieu of quarterly cash director fees for Mr. Delaney's service on the Issuer's Board of Directors (for which Mr. Delaney has previously assigned all rights, title and interest in such shares Crestview Advisors, L.L.C.) and (ii) shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. Crestview Partners II GP, L.P. ("Crestview GP") exercises voting and dispositive power over shares held by Crestview Victory, L.P.

F3: Decisions by Crestview GP to vote or dispose of such shares require the approval of a majority of the members of its investment committee and the chairman of the investment committee.

F4: Mr. Delaney is a member of the Issuer's board of directors, and is an indirect member of each of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

F5: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.