VCTR

SEC source: 0000950142-25-001040 · es250615355_4-vctr.xml · nonDerivative · entry 1

Crestview Partners II GP, L.P. · CIK 0001505639 · Director · 10% owner

Crestview Victory, L.P. · CIK 0001703029 · Director · 10% owner

Crestview Advisors, L.L.C. · CIK 0001559054 · Director · 10% owner

Delaney Robert V. Jr. · CIK 0001641555 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,616,404

F1 · shares: Reflects the issuance of 531 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. The price is based on the closing price of the Company's shares on April 10, 2025. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F1 · price: Reflects the issuance of 531 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. The price is based on the closing price of the Company's shares on April 10, 2025. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · balance_after: Includes 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.

F2 · ownership.nature: Includes 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 · ownership.nature: 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 · ownership.nature: 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 GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

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

SEC source: 0000950170-25-053863 · ownership.xml · nonDerivative · entry 1

HURST ROBERT J/NY · CIK 0001090366 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 28,762

F1 · price: These shares of Common Stock were issued to Mr. Hurst at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (ii) Mr. Hurst's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Hurst's election in lieu of director fees for service on the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on April 10, 2025.

SEC source: 0000950170-25-053865 · ownership.xml · nonDerivative · entry 1

Jackson Mary M. · CIK 0001856953 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,383

F1 · price: These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2025.

SEC source: 0000950170-25-053851 · ownership.xml · nonDerivative · entry 1

Rappaport Alan · CIK 0001495443 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 152,144

F1 · price: These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $5,000 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $3,750. The price in each case is based on the closing price of the Company's shares on April 10, 2025.

SEC source: 0000950170-25-053858 · ownership.xml · nonDerivative · entry 1

Davanzo Lawrence · CIK 0001485162 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,908

F1 · price: These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2025.

SEC source: 0000950170-25-053859 · ownership.xml · nonDerivative · entry 1

DEMARTINI RICHARD M · CIK 0001189874 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 200,479

F1 · price: These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750 (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $5,000 and (iii) Mr. DeMartini's election in lieu of director fees for service Compensation Committee payable in cash in the amount of $2,500. The price is based on the closing price of the Company's shares on April10, 2025.

SEC source: 0000950170-25-053852 · ownership.xml · nonDerivative · entry 1

Hirtler-Garvey Karin · CIK 0001336620 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 39,839

F1 · price: These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $28,750. The price is based on the closing price of the Company's shares on April 10, 2025.

SEC source: 0000950170-25-050807 · ownership.xml · derivative · entry 2

Amundi · CIK 0001330387 · Director · 10% owner · See Explanation of Responses

Amundi Asset Management SAS · CIK 0002029250 · Director · 10% owner · See Explanation of Responses

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 14,305,982

Underlying: Common Stock · 14,305,982 shares

Expires not disclosed

F3 · derivative.exercise_price: Pursuant to the terms of a Shareholder Agreement that Amundi AM and the Issuer entered into upon the closing of the transaction, on April 1, 2025, (the "Shareholder Agreement"), the Reporting Persons are not permitted to transfer shares of Common Stock and Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.

F4 · derivative.exercise_price: Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025.

F5 · derivative.exercise_price: The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

F6 · derivative.exercise_price: (continued from footnote 5) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

F1 · price: On July 8, 2024, Amundi Asset Management S.A.S. ("Amundi AM"), Amundi S.A. ("Amundi S.A." together with Amundi AM, the "Reporting Persons") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which, on April 1, 2025, Amundi AM contributed, and the Issuer accepted, all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM ("Amundi US"), in exchange for the securities in the Issuer described herein comprised of (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock") representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock").

F2 · price: In addition, as a result of certain adjustments as provided in the Contribution Agreement, Amundi AM may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the transaction, which together with the Preferred Stock acquired at the closing of the transaction, would result in Amundi AM acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. Amundi AM is a wholly-owned subsidiary of Amundi S.A.

F3 · derivative.exercise_date: Pursuant to the terms of a Shareholder Agreement that Amundi AM and the Issuer entered into upon the closing of the transaction, on April 1, 2025, (the "Shareholder Agreement"), the Reporting Persons are not permitted to transfer shares of Common Stock and Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.

F4 · derivative.exercise_date: Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025.

F5 · derivative.exercise_date: The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

F6 · derivative.exercise_date: (continued from footnote 5) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

F3 · derivative.expiration_date: Pursuant to the terms of a Shareholder Agreement that Amundi AM and the Issuer entered into upon the closing of the transaction, on April 1, 2025, (the "Shareholder Agreement"), the Reporting Persons are not permitted to transfer shares of Common Stock and Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.

F4 · derivative.expiration_date: Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025.

F5 · derivative.expiration_date: The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

F6 · derivative.expiration_date: (continued from footnote 5) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

F3 · derivative.underlying: Pursuant to the terms of a Shareholder Agreement that Amundi AM and the Issuer entered into upon the closing of the transaction, on April 1, 2025, (the "Shareholder Agreement"), the Reporting Persons are not permitted to transfer shares of Common Stock and Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.

F4 · derivative.underlying: Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025.

F5 · derivative.underlying: The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

F6 · derivative.underlying: (continued from footnote 5) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

F3 · derivative.underlying_shares: Pursuant to the terms of a Shareholder Agreement that Amundi AM and the Issuer entered into upon the closing of the transaction, on April 1, 2025, (the "Shareholder Agreement"), the Reporting Persons are not permitted to transfer shares of Common Stock and Preferred Stock beneficially owned by them until April 1, 2028, subject to certain exceptions.

F4 · derivative.underlying_shares: Under the terms of the Shareholder Agreement, Amundi AM has the right to require the Issuer to nominate and use reasonable best efforts (subject to applicable law and the exercise of fiduciary duties) to have two individuals designated by Amundi AM elected to the Issuer's board of directors (the "Board") for so long as Amundi AM and its permitted transferees own at least 50% of the shares Amundi AM acquired pursuant to the Contribution Agreement and one individual designated by Amundi AM elected to the Board for so long as Amundi AM and its permitted transferees own at least 33% (but less than 50%) of the shares Amundi AM acquired pursuant to the Contribution Agreement. In accordance with the terms of the Shareholder Agreement, the Issuer appointed two individuals designated by Amundi AM to the Board on April 1, 2025.

F5 · derivative.underlying_shares: The Preferred Stock is not convertible at the option of the holder and is only convertible into shares of Common Stock after a transfer: (i) in a widespread public distribution; (ii) to the Issuer; (iii) in transfers in which no transferee (or group of associated transferees) would receive two percent or more of the outstanding securities of any "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer; or (iv) to a transferee that controls more than 50% of every "class of voting shares" (as defined in 12 C.F.R. 225.2(q)(3)) of the Issuer without any transfer from the transferring holder of the Preferred Stock, in each case, so long as the transfer of such Preferred Stock is not to an "affiliate" (as such term is defined in the Bank Holding Company Act of 1956, as amended) of the holder of the Preferred Stock ("Automatic Transfer Conversion").

F6 · derivative.underlying_shares: (continued from footnote 5) The Preferred Stock is convertible into Common Stock upon an Automatic Transfer Conversion on a one-to-one basis. Separately, Amundi AM is permitted to exchange its Common Stock for Preferred Stock at any time and will be required to exchange its Common Stock for Preferred Stock under certain circumstances as contemplated in the Shareholder Agreement. The Common Stock will be exchangeable into Preferred Stock on a one-to-one basis.

F2 · ownership.direct: In addition, as a result of certain adjustments as provided in the Contribution Agreement, Amundi AM may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the transaction, which together with the Preferred Stock acquired at the closing of the transaction, would result in Amundi AM acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. Amundi AM is a wholly-owned subsidiary of Amundi S.A.

F1 · ownership.nature: On July 8, 2024, Amundi Asset Management S.A.S. ("Amundi AM"), Amundi S.A. ("Amundi S.A." together with Amundi AM, the "Reporting Persons") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which, on April 1, 2025, Amundi AM contributed, and the Issuer accepted, all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM ("Amundi US"), in exchange for the securities in the Issuer described herein comprised of (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock") representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock").

F2 · ownership.nature: In addition, as a result of certain adjustments as provided in the Contribution Agreement, Amundi AM may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the transaction, which together with the Preferred Stock acquired at the closing of the transaction, would result in Amundi AM acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. Amundi AM is a wholly-owned subsidiary of Amundi S.A.

F7 · ownership.nature: On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote the shares of Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement").

F8 · ownership.nature: (continued from footnote 7) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC have agreed not to nominate any person for election to the Board in lieu of, or in a contested election with, such nominee of Amundi AM, for so long as Amundi AM retains the right to nominate any person for election to the Board. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview and the ESC.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the shares of Common Stock held by any party thereto.

SEC source: 0000950170-25-050807 · ownership.xml · nonDerivative · entry 1

Amundi · CIK 0001330387 · Director · 10% owner · See Explanation of Responses

Amundi Asset Management SAS · CIK 0002029250 · Director · 10% owner · See Explanation of Responses

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Explanation of Responses

Disclosed balance after: 3,293,471

F1 · kind: On July 8, 2024, Amundi Asset Management S.A.S. ("Amundi AM"), Amundi S.A. ("Amundi S.A." together with Amundi AM, the "Reporting Persons") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which, on April 1, 2025, Amundi AM contributed, and the Issuer accepted, all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM ("Amundi US"), in exchange for the securities in the Issuer described herein comprised of (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock") representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock").

F2 · kind: In addition, as a result of certain adjustments as provided in the Contribution Agreement, Amundi AM may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the transaction, which together with the Preferred Stock acquired at the closing of the transaction, would result in Amundi AM acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. Amundi AM is a wholly-owned subsidiary of Amundi S.A.

F1 · price: On July 8, 2024, Amundi Asset Management S.A.S. ("Amundi AM"), Amundi S.A. ("Amundi S.A." together with Amundi AM, the "Reporting Persons") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which, on April 1, 2025, Amundi AM contributed, and the Issuer accepted, all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM ("Amundi US"), in exchange for the securities in the Issuer described herein comprised of (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock") representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock").

F2 · price: In addition, as a result of certain adjustments as provided in the Contribution Agreement, Amundi AM may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the transaction, which together with the Preferred Stock acquired at the closing of the transaction, would result in Amundi AM acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. Amundi AM is a wholly-owned subsidiary of Amundi S.A.

F2 · ownership.direct: In addition, as a result of certain adjustments as provided in the Contribution Agreement, Amundi AM may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the transaction, which together with the Preferred Stock acquired at the closing of the transaction, would result in Amundi AM acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. Amundi AM is a wholly-owned subsidiary of Amundi S.A.

F1 · ownership.nature: On July 8, 2024, Amundi Asset Management S.A.S. ("Amundi AM"), Amundi S.A. ("Amundi S.A." together with Amundi AM, the "Reporting Persons") and Victory Capital Holdings, Inc. (the "Issuer") entered into a Contribution Agreement (the "Contribution Agreement") pursuant to which, on April 1, 2025, Amundi AM contributed, and the Issuer accepted, all of the issued and outstanding equity interests of Amundi Holdings US, Inc., a Delaware corporation and wholly-owned subsidiary of Amundi AM ("Amundi US"), in exchange for the securities in the Issuer described herein comprised of (i) 3,293,471 shares of Common Stock, par value $0.01 (the "Common Stock") representing 4.9% of the total number of shares of Common Stock issued and outstanding after giving effect to the issuance and (ii) 14,305,982 newly issued shares of non-voting convertible preferred stock of Issuer (the "Preferred Stock").

F2 · ownership.nature: In addition, as a result of certain adjustments as provided in the Contribution Agreement, Amundi AM may acquire an additional number of shares of Preferred Stock as a result of true-up payments in respect of client consents obtained in the 180 days following the closing of the transaction, which together with the Preferred Stock acquired at the closing of the transaction, would result in Amundi AM acquiring in the aggregate up to 26.1% of the Issuer's outstanding capital stock on a fully diluted basis, subject to customary post-closing adjustments. Amundi AM is a wholly-owned subsidiary of Amundi S.A.

F7 · ownership.nature: On July 8, 2024, Amundi AM entered into a Voting Agreement (the "Crestview Voting Agreement") with Crestview Victory, L.P. and Crestview Advisors, L.L.C. (together, "Crestview"), and a Voting Agreement (together with the Crestview Voting Agreement, the "Voting Agreements") with certain officers of the Issuer (the "Executives") and a three-person committee of employees of the Issuer (the "Employee Shareholders Committee" or the "ESC") authorized to vote the shares of Common Stock held by certain employees of the Issuer pursuant to the terms of that certain Employee Shareholders' Agreement, dated as of February 12, 2018, by and among the Issuer, the Employee Shareholders' Committee and those certain employees of the Issuer party thereto (the "Employee Shareholders' Agreement").

F8 · ownership.nature: (continued from footnote 7) Pursuant to the terms of the Voting Agreements, each of Crestview and the ESC have agreed not to nominate any person for election to the Board in lieu of, or in a contested election with, such nominee of Amundi AM, for so long as Amundi AM retains the right to nominate any person for election to the Board. By virtue of the Voting Agreements, the Reporting Persons may be deemed to beneficially own the securities of the Issuer beneficially owned by Crestview and the ESC.

F9 · ownership.nature: Pursuant to Rule 16a-1(a)(4) under the Securities and Exchange Act of 1934 (the "Act"), this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Act or otherwise, part of a "group" (within the meaning of Rule 13d-5(b)(1) under the Act) by virtue of the Voting Agreements or have beneficial ownership of the shares of Common Stock held by any party thereto.

SEC source: 0000950170-25-046000 · ownership.xml · nonDerivative · entry 1

Dhillon Mannik S. · CIK 0002006182 · President Investment Franchise

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 288,995

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 18,975 aggregate shares in equal installments on each of March 15, 2026, 2027, and 2028.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 18,975 aggregate shares in equal installments on each of March 15, 2026, 2027, and 2028.

SEC source: 0000950170-25-045988 · ownership.xml · nonDerivative · entry 1

Dhillon Mannik S. · CIK 0002006182 · President Investment Franchise

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 270,020

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Dhillon on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Dhillon on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

SEC source: 0000950170-25-045926 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,042,431

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Brown on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

SEC source: 0000950170-25-045942 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,211,828

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 169,397 aggregate shares in equal installments on each of March 15, 2026, 2027, 2028, and 2029.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 169,397 aggregate shares in equal installments on each of March 15, 2026, 2027, 2028, and 2029.

SEC source: 0000950170-25-045981 · ownership.xml · nonDerivative · entry 1

Gupta Nina · CIK 0001729988 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 226,056

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 30,188 aggregate shares in equal installments on each of March 15, 2026, 2027, and 2028.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 30,188 aggregate shares in equal installments on each of March 15, 2026, 2027, and 2028.

SEC source: 0000950170-25-045970 · ownership.xml · nonDerivative · entry 1

Gupta Nina · CIK 0001729988 · Chief Legal Officer

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 195,868

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Ms. Gupta on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Ms. Gupta on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

SEC source: 0000950170-25-045963 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,160,052

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 81,938 aggregate shares in equal installments on each of March 15, 2026, 2027, 2028, and 2029.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 81,938 aggregate shares in equal installments on each of March 15, 2026, 2027, 2028, and 2029.

SEC source: 0000950170-25-045957 · ownership.xml · nonDerivative · entry 1

Policarpo Michael Dennis · CIK 0001730118 · President, CFO & CAO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 1,078,114

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Policarpo on March 15, 2023 and 2024. Such restricted shares vested on March 15, 2025. The net settlement price was the closing stock price on March 14, 2025.

SEC source: 0000950142-25-000094 · es250577743_4-vctr.xml · nonDerivative · entry 1

Crestview Partners II GP, L.P. · CIK 0001505639 · Director · 10% owner

Crestview Victory, L.P. · CIK 0001703029 · Director · 10% owner

Crestview Advisors, L.L.C. · CIK 0001559054 · Director · 10% owner

Delaney Robert V. Jr. · CIK 0001641555 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,615,873

F1 · shares: Reflects the issuance of 784 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 $48,125. The price is based on the closing price of the Company's shares on January 10, 2025. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F1 · price: Reflects the issuance of 784 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 $48,125. The price is based on the closing price of the Company's shares on January 10, 2025. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · balance_after: Includes 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.

F2 · ownership.nature: Includes 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 · ownership.nature: 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 · ownership.nature: 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 GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

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

SEC source: 0000950170-25-005571 · ownership.xml · nonDerivative · entry 1

HURST ROBERT J/NY · CIK 0001090366 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 27,653

F1 · price: These shares of Common Stock were issued to Mr. Hurst at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Hurst's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250. The price is based on the closing price of the Company's shares on January 10, 2025.

SEC source: 0000950170-25-005453 · ownership.xml · nonDerivative · entry 1

Jackson Mary M. · CIK 0001856953 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,852

F1 · price: These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on January 10, 2025.

SEC source: 0000950170-25-005432 · ownership.xml · nonDerivative · entry 1

Rappaport Alan · CIK 0001495443 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 150,919

F1 · price: These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $3,750 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $2,500. The price in each case is based on the closing price of the Company's shares on January 10, 2025.

SEC source: 0000950170-25-005457 · ownership.xml · nonDerivative · entry 1

Davanzo Lawrence · CIK 0001485162 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 20,377

F1 · price: These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on January 10, 2025.

SEC source: 0000950170-25-005572 · ownership.xml · nonDerivative · entry 1

DEMARTINI RICHARD M · CIK 0001189874 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 199,809

F1 · price: These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $3,750. The price is based on the closing price of the Company's shares on January 10, 2025.

SEC source: 0000950170-25-005415 · ownership.xml · nonDerivative · entry 1

Hirtler-Garvey Karin · CIK 0001336620 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 39,308

F1 · price: These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on January 10, 2025.

SEC source: 0000950142-24-002720 · es240555295_4-vctr.xml · nonDerivative · entry 1

Crestview Partners II GP, L.P. · CIK 0001505639 · Director · 10% owner

Crestview Victory, L.P. · CIK 0001703029 · Director · 10% owner

Crestview Advisors, L.L.C. · CIK 0001559054 · Director · 10% owner

Delaney Robert V. Jr. · CIK 0001641555 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 7,615,089

F1 · kind: Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

F1 · shares: Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

F1 · price: Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

F1 · balance_after: Reflects a pro rata distribution of common stock held by each of Crestview Partners II GP, L.P. ("Crestview GP") and Crestview Victory, L.P. to each of its applicable partners for no consideration.

F2 · ownership.nature: Includes shares held by Crestview Victory, L.P. and Crestview Advisors, L.L.C. (including 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.). Crestview GP exercises voting and dispositive power over shares held by Crestview Victory, L.P.

F3 · ownership.nature: 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 · ownership.nature: 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 GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

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

SEC source: 0000950170-24-127111 · ownership.xml · nonDerivative · entry 1

DEMARTINI RICHARD M · CIK 0001189874 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 199,341

F1 · kind: Reflects the transfer of 186,790 shares of Common Stock by The DeMartini 2018 Childrens Trust to Mr. DeMartini.

F2 · price: The price is based on the closing price of the Company's shares on November 12, 2024.

SEC source: 0000950170-24-114723 · ownership.xml · nonDerivative · entry 1

HURST ROBERT J/NY · CIK 0001090366 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,900

F1 · price: These shares of Common Stock were issued to Mr. Hurst at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Hurst's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250. The price is based on the closing price of the Company's shares on October 10, 2024.

SEC source: 0000950170-24-114717 · ownership.xml · nonDerivative · entry 1

Jackson Mary M. · CIK 0001856953 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,445

F1 · price: These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on October 10, 2024.

SEC source: 0000950170-24-114715 · ownership.xml · nonDerivative · entry 1

Rappaport Alan · CIK 0001495443 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 150,064

F1 · price: These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $3,750 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $2,500. The price in each case is based on the closing price of the Company's shares on October 10, 2024.

SEC source: 0000950170-24-114727 · ownership.xml · nonDerivative · entry 1

Davanzo Lawrence · CIK 0001485162 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 19,970

F1 · price: These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on October 10, 2024.

SEC source: 0000950170-24-114724 · ownership.xml · nonDerivative · entry 1

DEMARTINI RICHARD M · CIK 0001189874 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,551

F1 · price: These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $3,750. The price is based on the closing price of the Company's shares on October 10, 2024.

SEC source: 0000950170-24-114716 · ownership.xml · nonDerivative · entry 1

Hirtler-Garvey Karin · CIK 0001336620 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 38,901

F1 · price: These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on October 10, 2024.

SEC source: 0000950103-24-014892 · dp219333_4-cp2gplp.xml · nonDerivative · entry 1

Crestview Partners II GP, L.P. · CIK 0001505639 · Director · 10% owner

Crestview Victory, L.P. · CIK 0001703029 · Director · 10% owner

Crestview Advisors, L.L.C. · CIK 0001559054 · Director · 10% owner

Delaney Robert V. Jr. · CIK 0001641555 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 11,615,089

F1 · shares: Reflects the issuance of 839 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 $48,125. The price is based on the closing price of the Company's shares on October 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F1 · price: Reflects the issuance of 839 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 $48,125. The price is based on the closing price of the Company's shares on October 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · balance_after: Includes 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. 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.

F1 · ownership.nature: Reflects the issuance of 839 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 $48,125. The price is based on the closing price of the Company's shares on October 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · ownership.nature: Includes 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. 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.

F3 · ownership.nature: 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 GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

F4 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

SEC source: 0000950170-24-083103 · ownership.xml · nonDerivative · entry 1

HURST ROBERT J/NY · CIK 0001090366 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 26,093

F1 · price: These shares of Common Stock were issued to Mr. Hurst at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Hurst's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250. The price is based on the closing price of the Company's shares on July 10, 2024.

SEC source: 0000950170-24-083098 · ownership.xml · nonDerivative · entry 1

Jackson Mary M. · CIK 0001856953 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 4,009

F1 · price: These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on July 10, 2024.

SEC source: 0000950170-24-083102 · ownership.xml · nonDerivative · entry 1

Rappaport Alan · CIK 0001495443 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 149,148

F1 · price: These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $3,750 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $2,500. The price in each case is based on the closing price of the Company's shares on July 10, 2024.

SEC source: 0000950170-24-083106 · ownership.xml · nonDerivative · entry 1

Davanzo Lawrence · CIK 0001485162 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 19,534

F1 · price: These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on July 10, 2024.

SEC source: 0000950170-24-083107 · ownership.xml · nonDerivative · entry 1

DEMARTINI RICHARD M · CIK 0001189874 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 12,050

F1 · price: These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $3,750. The price is based on the closing price of the Company's shares on July 10, 2024.

SEC source: 0000950170-24-083096 · ownership.xml · nonDerivative · entry 1

Hirtler-Garvey Karin · CIK 0001336620 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 38,465

F1 · price: These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on July 10, 2024.

SEC source: 0000950103-24-009970 · dp214465_4-cp2gplp.xml · nonDerivative · entry 1

Crestview Partners II GP, L.P. · CIK 0001505639 · Director · 10% owner

Crestview Victory, L.P. · CIK 0001703029 · Director · 10% owner

Crestview Advisors, L.L.C. · CIK 0001559054 · Director · 10% owner

Delaney Robert V. Jr. · CIK 0001641555 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 11,614,250

F1 · shares: Reflects the issuance of 1,002 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 $48,125. The price is based on the closing price of the Company's shares on July 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F1 · price: Reflects the issuance of 1,002 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 $48,125. The price is based on the closing price of the Company's shares on July 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · balance_after: Includes 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. 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.

F1 · ownership.nature: Reflects the issuance of 1,002 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 $48,125. The price is based on the closing price of the Company's shares on July 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · ownership.nature: Includes 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. 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.

F3 · ownership.nature: 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 GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

F4 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

SEC source: 0000950103-24-005200 · dp209748_4-cp2gplp.xml · nonDerivative · entry 1

Crestview Partners II GP, L.P. · CIK 0001505639 · Director · 10% owner

Crestview Victory, L.P. · CIK 0001703029 · Director · 10% owner

Crestview Advisors, L.L.C. · CIK 0001559054 · Director · 10% owner

Delaney Robert V. Jr. · CIK 0001641555 · Director

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See Footnotes

Disclosed balance after: 11,613,248

F1 · shares: Reflects the issuance of 1,104 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 $48,125. The price is based on the closing price of the Company's shares on April 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F1 · price: Reflects the issuance of 1,104 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 $48,125. The price is based on the closing price of the Company's shares on April 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · balance_after: Includes 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. 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.

F1 · ownership.nature: Reflects the issuance of 1,104 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 $48,125. The price is based on the closing price of the Company's shares on April 10, 2024. Mr. Delaney has assigned all rights, title and interest in the shares issued to him to Crestview Advisors, L.L.C.

F2 · ownership.nature: Includes 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. 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.

F3 · ownership.nature: 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 GP) and Crestview Advisors, L.L.C. (which provides investment advisory and management services to certain Crestview entities).

F4 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the reported securities except to the extent of its or his pecuniary interest therein.

SEC source: 0000950170-24-044163 · ownership.xml · nonDerivative · entry 1

HURST ROBERT J/NY · CIK 0001090366 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 25,130

F1 · price: These shares of Common Stock were issued to Mr. Hurst at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Hurst's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250. The price is based on the closing price of the Company's shares on April 10, 2024.

SEC source: 0000950170-24-044167 · ownership.xml · nonDerivative · entry 1

Jackson Mary M. · CIK 0001856953 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 3,489

F1 · price: These shares of Common Stock were issued to Ms. Jackson at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on April 10, 2024.

SEC source: 0000950170-24-044171 · ownership.xml · nonDerivative · entry 1

Rappaport Alan · CIK 0001495443 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 148,055

F1 · price: These shares of Common Stock were issued to Mr. Rappaport at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. Rappaport's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $21,250 (iii) Mr. Rappaport's election in lieu of director fees for service as the chairperson of the Company's Compensation Committee payable in cash in the amount of $3,750 (iv) Mr. Rappaport's election in lieu of director fees for service as a member of the Company's Audit Committee payable in cash in the amount of $2,500. The price in each case is based on the closing price of the Company's shares on April 10, 2024.

SEC source: 0000950170-24-044149 · ownership.xml · nonDerivative · entry 1

Davanzo Lawrence · CIK 0001485162 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 19,014

F1 · price: These shares of Common Stock were issued to Mr. Davanzo at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on April 10, 2024.

SEC source: 0000950170-24-044157 · ownership.xml · nonDerivative · entry 1

DEMARTINI RICHARD M · CIK 0001189874 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 11,452

F1 · price: These shares of Common Stock were issued to Mr. DeMartini at: (i) the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000 and (ii) Mr. DeMartini's election in lieu of director fees for service as the chairperson of the Company's Nominating, Governance and Sustainability Committee payable in cash in the amount of $3,750. The price is based on the closing price of the Company's shares on April 10, 2024.

SEC source: 0000950170-24-044161 · ownership.xml · nonDerivative · entry 1

Hirtler-Garvey Karin · CIK 0001336620 · Director

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 37,945

F1 · price: These shares of Common Stock were issued to Ms. Hirtler-Garvey at the Company's election in lieu of quarterly director fees for service on the Company Board payable in cash in the amount of $25,000. The price is based on the closing price of the Company's shares on April 10, 2024.

SEC source: 0000950170-24-033822 · ownership.xml · nonDerivative · entry 1

Dhillon Mannik S. · CIK 0002006182 · President Investment Franchise

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 275,241

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 19,920 aggregate shares in equal installments on each of March 15, 2025, 2026, and 2027.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 19,920 aggregate shares in equal installments on each of March 15, 2025, 2026, and 2027.

SEC source: 0000950170-24-033806 · ownership.xml · nonDerivative · entry 1

Dhillon Mannik S. · CIK 0002006182 · President Investment Franchise

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 255,321

F1 · shares: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Dhillon on March 15, 2021, 2022, and 2023. Such restricted shares vested on March 15, 2024. The net settlement price was the closing stock price on March 15, 2024.

F1 · price: Represents shares withheld by VCTR to satisfy withholding taxes due in connection with the vesting of certain restricted shares granted to Mr. Dhillon on March 15, 2021, 2022, and 2023. Such restricted shares vested on March 15, 2024. The net settlement price was the closing stock price on March 15, 2024.

SEC source: 0000950170-24-033810 · ownership.xml · nonDerivative · entry 1

Brown David Craig · CIK 0001730370 · Chairman and CEO

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 2,076,222

F1 · shares: Subject to certain exceptions, the shares of Common Stock vest as to 191,733 aggregate shares in equal installments on each of March 15, 2025, 2026, 2027, and 2028.

F1 · price: Subject to certain exceptions, the shares of Common Stock vest as to 191,733 aggregate shares in equal installments on each of March 15, 2025, 2026, 2027, and 2028.