Victory Capital (VCTR) Announces 4M Share Secondary Offering

Victory Capital Holdings, Inc. (NASDAQ: VCTR) today announced that funds managed by Crestview Advisors, L.L.C. and funds managed by Reverence Capital Partners, L.P. intend to offer for sale in an underwritten secondary offering an aggregate of 4,000,000 shares of Class A common stock of Victory Capital pursuant to an effective shelf registration statement filed by Victory Capital with the U.S. Securities and Exchange Commission. Additionally, the Selling Stockholders intend to grant the underwriters a 30-day option to purchase up to an aggregate of 600,000 additional shares of Class A Common Stock. No shares are being sold by Victory Capital pursuant to the offering, and Victory Capital will not receive any of the proceeds from the offering.

BofA Securities and Goldman Sachs & Co. LLC are acting as the lead bookrunners for the proposed offering. This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make an offer, solicitation or sale in such jurisdiction.

This offering is being made pursuant to an effective shelf registration statement on Form S-3 (No. 333‑259784) and a preliminary prospectus supplement and accompanying prospectus. The preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC’s website at http://www.sec.gov. In addition, copies of the preliminary prospectus supplement and accompanying prospectus for the offering may be obtained from BofA Securities, Attention: Prospectus Department, NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte NC 28255-0001, or email: [email protected]; and Goldman Sachs & Co. LLC, Attention: Prospectus Department, 200 West Street, New York, New York 10282, telephone: 1-866-471-2526, or email: [email protected]. Before investing in this offering, interested parties should read in their entirety the preliminary prospectus supplement and accompanying prospectus, which provides more information about Victory Capital and such offering.

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