VCTR Victory Capital Holdings Inc

(1) In its capacity as direct owner of 3,456,071 shares.

(2) All calculations of percentage ownership herein are based on a total of 67,745,114 shares of Common Stock outstanding as of October 26, 2018, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.

(1) In its capacity as direct owner of 2,873,498 shares.

(1) In its capacity as direct owner of 55,260 shares.

(1) In its capacity as direct owner of 3,326,915 shares.

(1) In its capacity as general partner of Reverence Capital Partners Opportunities Fund I, L.P., Reverence Capital Partners Opportunities Fund I (Cayman), L.P., and Reverence Capital Partners Opportunities Fund I (AI), L.P.

(1) In its capacity as general partner of RCP Opp Fund I GP, L.P.

(1) In its capacity as general partner of RCP GenPar LP.

(1) In its capacity as general partner of RCP Lake Co-Invest, L.P.

(1) In its capacity as managing member of RCP Co-Invest GP LLC.

Victory Capital Holdings, Inc.

4900 Tiedeman Road, 4th Floor, Brooklyn, Ohio 44144

This Schedule 13G is filed jointly, pursuant to a joint filing agreement attached hereto as Exhibit 1, by:

(1) Reverence Capital Partners Opportunities Fund I, L.P. (“RCPO”), a Delaware limited partnership, in its capacity as direct owner of 3,456,071 shares;

(2) Reverence Capital Partners Opportunities Fund I (Cayman), L.P. (“RCPO Cayman”), a Cayman Islands exempted limited partnership, in its capacity as direct owner of 2,873,498 shares;

(3) Reverence Capital Partners Opportunities Fund (AI), L.P. (“RCPO AI”), a Delaware limited partnership, in its capacity as direct owner of 55,260 shares;

(4) RCP Lake Co-Invest, LP (“RCP Lake Co-Invest” and, together with “RCPO,” “RCPO Cayman” and “RCPO AI” the “Investors”), a Cayman Islands exempted limited partnership, in its capacity as direct owner of 3,326,915 shares;

(5) RCP Opp Fund I GP, L.P. (“RCP Opp Fund I GP”), a Delaware limited partnership, in its capacity as general partner of RCPO, RCPO Cayman and RCPO AI;

(6) RCP GenPar LP (“RCP GenPar LP”), a Delaware limited partnership, in its capacity as general partner of RCP Opp Fund I GP;

(7) RCP GenPar HoldCo LLC (“RCP GenPar HoldCo”), a Delaware limited liability company, in its capacity as general partner of RCP GenPar LP;

(8) RCP Co-Invest GP LLC (“RCP Co-Invest GP”), a Delaware limited liability company, in its capacity as general partner of RCP Lake Co-Invest; and

(9) Reverence Capital Partners LLC (“Reverence Capital Partners LLC”), a Delaware limited liability company, as managing member of RCP Co-Invest GP.

The principal business address of each Reporting Persons is 477 Madison Avenue, 23rd Floor, New York, NY 10022.

Class B common shares, par value $0.01.

The Issuer’s common shares consist of Class A common shares (the “Class A Common Stock”) and Class B common shares (the “Class B Common Stock” and, together with the Class A Common Stock, the “Common Stock”). Each holder of Class A common shares is entitled to one vote per share and each holder of Class B ordinary shares is entitled to 10 votes per share, subject to certain conditions, on all matters submitted to them for vote. Class B common share are convertible at any time by the holder thereof into Class A common shares on a one-for-one basis. Class A common shares are not convertible into Class B common shares under any circumstances.

92645B103

Not applicable.

Provide the following information regarding the aggregate number and percentage of the class of securities of issuer identified in Item 1.

The information contained in Items 5-9 and 11 of the cover pages of this Schedule 13G is hereby incorporated by reference to this Item 4.

RCPO is the direct owner of 3,456,071 shares of Class B Common Stock, constituting approximately 5.12% of the issued and outstanding shares of Common Stock, and has the sole power to vote and dispose of such shares.

RCPO Cayman is the direct owner of 2,873,498 shares of Class B Common Stock, constituting approximately 4.25% of the issued and outstanding shares of Common Stock, and has the sole power to vote and dispose of such shares.

RCPO AI is the direct owner of 55,260 shares of Class B Common Stock, constituting approximately 0.08% of the issued and outstanding shares of Common Stock, and has the sole power to vote and dispose of such shares.

RCP Lake Co-Invest is the direct owner of 3,326,915 shares of Class B Common Stock, constituting approximately 4.92% of the issued and outstanding shares of Common Stock, and has the sole power to vote and dispose of such shares.

RCP Opp Fund I GP, in its capacity as the general partner of each of RCPO, RCPO Cayman and RCPO AI, has the ability to direct the management of the business of each of RCPO, RCPO Cayman and RCPO AI, including the power to vote and dispose of securities held by each of RCPO, RCPO Cayman and RCPO AI and the power to direct the decisions of each of RCPO, RCPO Cayman and RCPO AI regarding the vote and disposition of securities

held by each of each of RCPO, RCPO Cayman and RCPO AI; therefore, RC Opp Fund I GP may be deemed to beneficially own the shares of Common Stock held by the Investors.

RCP GenPar LP, in its capacity as the general partner of RCP Opp Fund I GP, has the ability to direct the management of the business of RCP Opp Fund I GP, including the power to vote and dispose of securities held by RCP Opp Fund I GP and the power to direct the decisions of RCP Opp Fund I GP regarding the vote and disposition of securities held by RCP Opp Fund I GP; therefore, RCP GenPar LP may be deemed to beneficially own the shares of Common Stock held by the Investors.

RCP GenPar Holdco, in its capacity as the general partner of RCP GenPar LP, has the ability to direct the management of the business of RCP GenPar LP, including the power to vote and dispose of securities held by RCP GenPar LP and the power to direct the decisions of RCP GenPar LP regarding the vote and disposition of securities held by RCP GenPar LP; therefore, RCP GenPar Holdco may be deemed to beneficially own the shares of Common Stock held by the Investors.

RCP Co-Invest GP, in its capacity as the general partner of RCP Lake Co-Invest, has the ability to direct the management of the business of RCP Lake Co-Invest, including the power to vote and dispose of securities held by RCP Lake Co-Invest and the power to direct the decisions of RCP Lake Co-Invest regarding the vote and disposition of securities held by RCP Lake Co-Invest; therefore, RCP Co-Invest GP may be deemed to beneficially own the shares of Common Stock held by the Investors.

Reverence Capital Partners LLC, in its capacity as the managing member of RCP Co-Invest GP, has the ability to direct the management of the business of RCP Co-Invest GP, including the power to vote and dispose of securities held by RCP Co-Invest GP and the power to direct the decisions of RCP Co-Invest GP regarding the vote and disposition of securities held by RCP Co-Invest GP; therefore, Reverence Capital Partners LLC may be deemed to beneficially own the shares of Common Stock held by the Investors.

Pursuant to Rule 13d-4 of the Exchange Act, the Reporting Persons declare that filing this Schedule 13G shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Exchange Act, the beneficial owner of any securities covered by this Schedule 13G except to the extent of such person’s pecuniary interest in the shares of Common Stock, and except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed by each Reporting Person. All calculations of percentage ownership herein are based on a total of 67,745,114 shares of Common Stock outstanding as of October 26, 2018, as reported by the Issuer in its Form 10-Q filed with the Securities and Exchange Commission on November 13, 2018.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Not applicable.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.