As filed with the Securities and Exchange Commission on June 24, 2025 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549 

FORM 8-A 

FOR REGISTRATION OF CERTAIN CLASSES OF SECURTIES PURSUANT TO 

SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 

Victory Portfolios II 

(Exact name of registrant as specified in its charter) 

Delaware 

(State of incorporation or organization) 

See List Below 

(I.R.S. Employer Identification Number) 

15935 La Cantera Parkway, San Antonio, TX 78256
(Address of registrant's principal executive offices) 

Title of each class of securities	Name of each exchange on which each class
to be registered	is to be registered
VictoryShares International Free Cash Flow ETF	The Nasdaq Stock Market LLC
VictoryShares International Free Cash Flow Growth ETF	The Nasdaq Stock Market LLC
VictoryShares Pioneer Asset-Based Income ETF	The Nasdaq Stock Market LLC
If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.		[x]
If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.		¨
If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box		¨

Securities Act Registration file number to which this form relates: 333-181176 

Securities to be registered pursuant to Section 12(g) of the Act: Not applicable. 

Item 1. Description of Registrant’s Securities to be Registered. 

A description of the shares of beneficial interest, no par value per share, of the VictoryShares International Free Cash Flow ETF, VictoryShares International Free Cash Flow Growth ETF, and VictoryShares Pioneer Asset-Based Income ETF, each a series of Victory Portfolios II (the “Trust”) to be registered hereunder, is set forth in Post-Effective Amendment No. 133 to the Trust’s Registration Statement on Form N-1A (333-181176; 811-22696), as filed with the U.S. Securities and Exchange Commission (“SEC”) via EDGAR (Accession No. 0001683863-25-005303) on June 23, 2025, which description is incorporated herein by reference. Any form of amendment or supplement to the registration statement that is subsequently filed also is hereby incorporated by reference herein. 

The series to which this filing relates and its respective I.R.S. Employer Identification Number are as follows: 

Title of Each Class of Securities to be Registered		I.R.S. Employer ID Number
VictoryShares International Free Cash Flow ETF	33-4315324
VictoryShares International Free Cash Flow Growth ETF	33-4340107
VictoryShares Pioneer Asset-Based Income ETF	33-4365893

Item 2. Exhibits 

A.Registrant’s Certificate of Trust dated April 12, 2012. 

B.Registrant’s Certificate of Amendment to Certificate of Trust dated October 21, 2015. 

C.Registrant’s Certificate of Amendment to Certificate of Trust filed on February 19, 2016. 

D.Registrant’s Second Amended and Restated Agreement and Declaration of Trust dated February 26, 2019. 

E.Registrant’s Amended and Restated By-Laws dated May 1, 2015. 

SIGNATURE 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized. 

Victory Portfolios II 

June 24, 2025 

/s/ Thomas Dusenberry
______________________________ 

Thomas Dusenberry 

President