UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED

MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number:          811-07852

Victory Portfolios III

(Exact name of registrant as specified in charter)

15935 La Cantera Pkwy, San Antonio, Texas	78256
(Address of principal executive offices)	(Zip code)

Citi Fund Services Ohio, Inc., 4400 Easton Commons, Suite 200, Columbus, Ohio 43219

(Name and address of agent for service)

Registrant’s telephone number, including area code: 800-235-8396

Date of fiscal year end: April 30

Date of reporting period: April 30, 2023

Item 1. Reports to Stockholders.

April 30, 2023

Annual Report

Victory Target Retirement Income Fund

(Formerly USAA^®​ Target Retirement Income Fund)

Victory Target Retirement 2030 Fund

(Formerly USAA^®​ Target Retirement 2030 Fund)

Victory Target Retirement 2040 Fund

(Formerly USAA^®​ Target Retirement 2040 Fund)

Victory Target Retirement 2050 Fund

(Formerly USAA^®​ Target Retirement 2050 Fund)

Victory Target Retirement 2060 Fund

(Formerly USAA^®​ Target Retirement 2060 Fund)

vcm.com

News, Information And Education 24 Hours A Day, 7 Days A Week

The Victory Capital website gives fund shareholders, prospective shareholders, and investment professionals a convenient way to access fund information, get guidance, and track fund performance anywhere they can access the Internet. The site includes:

•  Detailed performance records

•  Daily share prices

•  The latest fund news

•  Investment resources to help you become a better investor

•  A section dedicated to investment professionals

Whether you're a potential investor searching for the fund that matches your investment philosophy, a seasoned investor interested in planning tools, or an investment professional, vcm.com has what you seek. Visit us anytime. We're always open.

Victory Portfolios III

TABLE OF CONTENTS

Shareholder Letter (Unaudited)	2
Managers' Commentary (Unaudited)	4
Investment Overview (Unaudited)	6
Investment Objective & Portfolio Holdings (Unaudited)	11
Schedules of Portfolio Investments	16
Financial Statements
Statements of Assets and Liabilities	22
Statements of Operations	24
Statements of Changes in Net Assets	27
Financial Highlights	30
Notes to Financial Statements	35
Report of Independent Registered Public Accounting Firm	58
Supplemental Information (Unaudited)	59
Trustee and Officer Information	59
Proxy Voting and Portfolio Holdings Information	65
Expense Examples	65
Additional Federal Income Tax Information	66
Advisory Contract Approval	67
Liquidity Risk Management Program	70
Privacy Policy (inside back cover)

This report is for the information of the shareholders and others who have received a copy of the currently effective prospectus of the Fund, managed by Victory Capital Management Inc. It may be used as sales literature only when preceded or accompanied by a current prospectus, which provides further details about the Fund.

IRA DISTRIBUTION WITHHOLDING DISCLOSURE

We generally must withhold federal income tax at a rate of 10% of the taxable portion of your distribution and, if you live in a state that requires state income tax withholding, at your state's tax rate. However, you may elect not to have withholding apply or to have income tax withheld at a higher rate. Any withholding election that you make will apply to any subsequent distribution unless and until you change or revoke the election. If you wish to make a withholding election, or change or revoke a prior withholding election, call (800) 235-8396, and form W-4P (OMB No. 1545-0074 withholding certificate for pension or annuity payments) will be electronically sent.

If you do not have a withholding election in place by the date of a distribution, federal income tax will be withheld from the taxable portion of your distribution at a rate of 10%. If you must pay estimated taxes, you may be subject to estimated tax penalties if your estimated tax payments are not sufficient and sufficient tax is not withheld from your distribution.

For more specific information, please consult your tax adviser.

• NOT FDIC INSURED • NO BANK GUARANTEE •  MAY LOSE VALUE

1

(Unaudited)

Dear Shareholder,

If you are reading this letter but double-checking your calendar, be assured there's no mistake. The annual reporting period for your Victory Mutual Fund (formerly USAA^®​ Mutual Fund) has shifted from a fiscal year ended December 31^st​ to a fiscal year ended April 30^th​. This change has no impact on any of your investments and simply aims to help us improve efficiencies and reduce operational costs. Therefore, this letter covers an abbreviated "annual" period from January 1, 2023, through April 30, 2023. Future annual reports will cover the 12-month period ended April 30 going forward.

Coming off what was the most difficult year for financial markets in decades, our most recent reporting period (the first four months of 2023) has been marked by both optimism and turmoil. These shifts in sentiment seem like the new normal. Certainly, January began well enough, with equity markets bouncing back sharply after a dreadful calendar year. It appeared that investors were looking past the near-term challenges and anticipating an end to the U.S. Federal Reserve's (the "Fed") aggressive rate hikes.

This rally was short-lived, however. Sentiment soured in February as investors grappled with the possibility of a Fed-induced recession and another round of troublesome inflation data. And if that wasn't enough, we witnessed unusual turmoil within the banking sector in March, including the collapse of a few regional banks, which ultimately necessitated Fed intervention. Naturally, this ratcheted up volatility as markets sold off sharply in March, only to regain their footing and finish April on a largely calm note. It appears that the Fed has helped restore confidence in the banking sector and avoided a wider contagion—for the moment.

Thus, even though our most recent reporting period has been abbreviated, the markets still vacillated between risk-on and risk-off, which simply underscores just how challenging today's environment is for investors.

In terms of the numbers, the S&P 500^®​ Index, the bell-weather proxy for our domestic stock market, delivered a total return of 9.17% for our abbreviated annual reporting period, an impressive snap back from a difficult 2022. The Bloomberg U.S. Aggregate Bond Index—a proxy for the taxable, investment grade bond market and one that many investors and institutions follow closely—delivered a total return of 3.59% during the same period.

Despite the recent gains, we realize that the bouts of stomach-churning volatility can take a toll on investors' psyche. Even when markets snap back sharply, investors often wonder if they have missed an opportunity. This reminds us of two enduring realities: 1) financial markets are dynamic and apt to change abruptly; 2) it's vital to remain calm and rational whenever faced with those inevitable times of turmoil.

Fortunately, we think that investors can take comfort knowing that all our autonomous investment franchises have experience managing portfolios through a wide variety of market environments. Our investment professionals remain calm during turbulent financial markets, and we think it's imperative that investors do the same.

2

We still believe that a long-term plan, a well-diversified portfolio across asset classes and investment types, and a clear understanding of individual risk tolerances are the key ingredients for staying the course and progressing on investment goals. Moreover, all our investment professionals continually monitor the environment and work hard to position portfolios opportunistically no matter what the markets bring. Remember, volatility can also create opportunity.

On the following pages, you will find information relating to your Victory Mutual Fund. If you have any questions, we encourage you to contact our Investment Specialist. Call 800-235-8396, or visit our website at vcm.com.

From all of us here at Victory Capital, thank you for your ongoing confidence and for letting us help you work toward your investment goals.

James De Vries

President,
Victory Funds

3

Victory Target Retirement Funds

Managers' Commentary

(Unaudited)

•  What were the market conditions over the reporting period?

Global equities started off 2023 logging positive returns in the month of January. Bonds also rallied at the start of the year on hopes that the U.S. Federal Reserve's (the Fed") hawkish pivot would come to an end in 2023. As the quarter progressed, stronger-than-anticipated employment reports and surprising Consumer Price Index (inflation) readings reignited fears that the Fed's restrictive monetary policy would stick around longer than expected. Stocks sold off, yields backed up, and sentiment soured. And then, seemingly out of nowhere, the situation was exacerbated by unusual turmoil in the banking sector.

A large, specialty bank that catered to venture capital-backed startups faced a bank run as investors suddenly questioned if the bank had mismanaged its risk during the rising-rate cycle and whether it had adequate liquid assets in these tighter monetary conditions. This crisis of confidence spread across the entire regional banking sector (and also to another globally significant bank), and stocks sold off sharply in early March. Fortunately, with some Fed intervention, financial markets regained their footing and the turmoil was relatively short-lived. The quarter ended on an upbeat note with stock markets rallying and less volatility in the credit markets.

The second quarter began with a significant divergence between large and small cap stocks. Regional banks continued to see significant pressure as concern over deposits remained. Bonds rallied with expectations that the Fed rate hikes were nearly complete.

•  How did the Victory Target Retirement Funds (the "Funds") perform during the reporting period?

Each Fund's investment objective is to provide capital appreciation and current income consistent with its current investment allocation. Each Fund's fiscal year-end changed this year to April 30 from December 31, resulting in a shorter reporting period for fiscal year ended 2023. For the four-month reporting period ended April 30, 2023, the total return for each of the Funds is shown below, along with the return(s) of the relevant benchmark index(es):

	Victory Target Retirement Funds			S&P Target Date Indices			MSCI All Country World Index
Victory Target Retirement Income Fund		4.56	%		4.66	%		—
Victory Target Retirement 2030 Fund		5.79	%		6.27	%		—
Victory Target Retirement 2040 Fund		6.63	%		7.38	%		—
Victory Target Retirement 2050 Fund		7.04	%		7.78	%		8.85	%
Victory Target Retirement 2060 Fund		7.14	%		7.85	%		8.85	%

•  What strategies did you employ during the reporting period?

The Funds performed as expected, with returns in between those of stocks and bonds. The larger gains for the longer-dated portfolios reflect the progressively higher weighting in equities as the target dates of the five funds increase.

4

Victory Target Retirement Funds

Managers' Commentary (continued)

The results of the Funds' underlying drivers mirrored the overall investment backdrop. The equity portfolio experienced gains across all equity regions. In aggregate, the fixed income portfolio experienced gains, with longer duration treasuries and corporate credit performing better than shorter duration fixed income.

We maintained a steady approach over the period. As always, we sought to provide broad exposure to the global financial markets, but we also overweighted (took larger relative positions) or underweighted (took smaller relative positions) in certain asset classes based on valuations and fundamentals. In this vein, we continued to tilt the portfolios toward the international markets — both developed and emerging — versus the United States. We believe this positioning is warranted from a longer-term standpoint due to what we view as more attractive valuations and greater latitude for better-than-expected economic growth outside of the United States. Our equity investments, with an emphasis on value and improving fundamentals, lagged the overall market as large cap growth stocks outperformed over the time period. The Funds' overweight to high yield contributed positively while a shorter overall duration detracted from performance. Exposure within alternatives to commodities, such as gold and gold mining equities added value to the Funds' overall performance.

We will continue to remain true to our longstanding strategy of using fundamentals and valuations to construct portfolios designed to deliver favorable results over a full market cycle.

Thank you for allowing us to assist you with your investment needs.

5

Victory Target Retirement Income Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date Retirement Income Index1​
One Year		1.18	%		1.52	%
Five Year		3.47	%		3.43	%
Ten Year		3.52	%		3.65	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Target Retirement Income Fund — Growth of $10,000

¹​The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

6

Victory Target Retirement 2030 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2030 Index1​
One Year		1.34	%		2.26	%
Five Year		4.29	%		5.55	%
Ten Year		5.32	%		6.61	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Target Retirement 2030 Fund — Growth of $10,000

¹​The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

7

Victory Target Retirement 2040 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2040 Index1​
One Year		1.52	%		2.54	%
Five Year		4.78	%		6.54	%
Ten Year		6.02	%		7.63	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Target Retirement 2040 Fund — Growth of $10,000

¹​The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

8

Victory Target Retirement 2050 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/31/08
	Net Asset Value			S&P Target Date 2050 Index1​			MSCI All-Country World Index2​
One Year		1.53	%		2.72	%		2.06	%
Five Year		5.20	%		6.90	%		7.03	%
Ten Year		6.44	%		8.11	%		7.91	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Target Retirement 2050 Fund — Growth of $10,000

¹​The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²​The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

9

Victory Target Retirement 2060 Fund

Investment Overview
(Unaudited)

Average Annual Total Return

Year Ended April 30, 2023

	Fund Shares
INCEPTION DATE	7/12/13
	Net Asset Value			S&P Target Date 2060 Index1​			MSCI All-Country World Index2​
One Year		1.60	%		2.79	%		2.06	%
Five Year		5.11	%		7.00	%		7.03	%
Since Inception		6.30	%		N/A			7.98	%

The performance data quoted represents past performance and current returns may be lower or higher. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than the original cost. To obtain performance information current to the most recent month's end, please visit vcm.com.

Total return measures the price change in a share assuming the reinvestment of all net investment income and realized capital gain distributions, if any. The total returns quoted do not reflect adjustments made to the enclosed financial statements in accordance with U.S. Generally Accepted Accounting Principles or the deduction of taxes that a shareholder would pay on net investment income and realized capital gain distributions, including reinvested distributions, or redemptions of shares. The total return figures set forth above include all waivers of fees. Without such fee waivers, the total returns would have been lower.

Victory Target Retirement 2060 Fund — Growth of $10,000

¹​The S&P Target Date Index series reflects the market consensus on asset allocations across different target date horizons. Each index represents the investment opportunity available to investors for the corresponding target date horizon, with asset class exposures driven by a survey of available target date funds. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

²​The unmanaged MSCI All-Country World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed and emerging markets. This index does not include the effect of sales charges, commissions, expenses, or taxes, is not representative of the Fund, and it is not possible to invest directly in an index.

The graph reflects investment growth of a hypothetical $10,000 investment in the Fund.

The graph and table do not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the redemption of shares.

Past performance is not indicative of future results.

10

Victory Portfolios III
Victory Target Retirement Income Fund April 30, 2023

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Government Securities Fund Institutional Shares	22.1	%
Victory Short-Term Bond Fund Institutional Shares	15.5	%
Victory Core Plus Intermediate Bond Fund Institutional Shares	6.8	%
Victory Global Managed Volatility Fund Institutional Shares	6.0	%
VictoryShares Corporate Bond ETF	6.0	%
Victory High Income Fund Institutional Shares	5.5	%
Victory Target Managed Allocation Fund	5.1	%
Victory Market Neutral Income Fund Institutional Shares	5.0	%
VictoryShares Short-Term Bond ETF	3.3	%
Victory RS International Fund Class R6	3.1	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

*  Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

11

Victory Portfolios III
Victory Target Retirement 2030 Fund April 30, 2023

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Government Securities Fund Institutional Shares	15.8	%
Victory Global Managed Volatility Fund Institutional Shares	10.0	%
Victory Target Managed Allocation Fund	9.0	%
Victory 500 Index Fund Reward Shares	5.6	%
Victory Short-Term Bond Fund Institutional Shares	5.4	%
Victory Core Plus Intermediate Bond Fund Institutional Shares	5.2	%
Victory RS International Fund Class R6	4.6	%
VictoryShares International Value Momentum ETF	3.9	%
Victory High Income Fund Institutional Shares	3.9	%
VictoryShares Short-Term Bond ETF	3.5	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

*  Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

12

Victory Portfolios III
Victory Target Retirement 2040 Fund April 30, 2023

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Global Managed Volatility Fund Institutional Shares	13.3	%
Victory Target Managed Allocation Fund	11.5	%
Victory 500 Index Fund Reward Shares	7.5	%
Victory Government Securities Fund Institutional Shares	7.0	%
Victory RS International Fund Class R6	6.4	%
VictoryShares International Value Momentum ETF	5.0	%
Victory Trivalent International Core Equity Fund Class R6	4.7	%
VictoryShares US Value Momentum ETF	4.5	%
VictoryShares WestEnd U.S. Sector ETF	4.0	%
Victory High Income Fund Institutional Shares	3.4	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

*  Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

13

Victory Portfolios III
Victory Target Retirement 2050 Fund April 30, 2023

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Global Managed Volatility Fund Institutional Shares	14.9	%
Victory Target Managed Allocation Fund	12.9	%
Victory 500 Index Fund Reward Shares	8.6	%
Victory RS International Fund Class R6	7.0	%
VictoryShares International Value Momentum ETF	5.5	%
Victory Trivalent International Core Equity Fund Class R6	5.1	%
VictoryShares US Value Momentum ETF	5.0	%
VictoryShares WestEnd U.S. Sector ETF	4.7	%
VictoryShares Emerging Markets Value Momentum ETF	3.7	%
Victory Integrity Mid-Cap Value Fund Class R6	3.4	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

*  Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

14

Victory Portfolios III
Victory Target Retirement 2060 Fund April 30, 2023

  (Unaudited)

Investment Objective and Portfolio Holdings:

The Fund provides capital appreciation and current income consistent with its current investment allocation.

Top 10 Holdings*:

April 30, 2023

(% of Net Assets)

Victory Global Managed Volatility Fund Institutional Shares	15.2	%
Victory Target Managed Allocation Fund	13.0	%
Victory 500 Index Fund Reward Shares	8.6	%
Victory RS International Fund Class R6	7.2	%
VictoryShares International Value Momentum ETF	5.6	%
Victory Trivalent International Core Equity Fund Class R6	5.0	%
VictoryShares US Value Momentum ETF	4.9	%
VictoryShares WestEnd U.S. Sector ETF	4.8	%
VictoryShares Emerging Markets Value Momentum ETF	3.7	%
Victory Government Securities Fund Institutional Shares	3.6	%

Asset Allocation*:

April 30, 2023

(% of Net Assets)

*  Does not include futures contracts, money market instruments, and short-term investments purchased with cash collateral from securities loaned.

Percentages are of the net assets of the Fund and may not equal 100%.

Refer to the Schedule of Portfolio Investments for a complete list of securities.

15

Victory Portfolios III
Victory Target Retirement Income Fund Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (19.8%)
VictoryShares Corporate Bond ETF		1,899,203	$	39,799
VictoryShares Emerging Markets Value Momentum ETF		256,416		10,870
VictoryShares International Value Momentum ETF		376,554		16,576
VictoryShares International Volatility Wtd ETF (a)		154,761		6,311
VictoryShares NASDAQ Next 50 ETF		149,092		3,714
VictoryShares Short-Term Bond ETF		443,598		21,847
VictoryShares US Multi-Factor Minimum Volatility ETF		141,668		5,603
VictoryShares US Small Mid Cap Value Momentum ETF		86,772		5,492
VictoryShares US Value Momentum ETF		189,914		12,047
VictoryShares WestEnd U.S. Sector ETF		334,123		9,736
Total Affiliated Exchange-Traded Funds (Cost $131,269)				131,995
Affiliated Mutual Funds (79.7%)
Victory 500 Index Fund Reward Shares		345,835		18,405
Victory Global Managed Volatility Fund Institutional Shares		4,352,911		40,308
Victory Government Securities Fund Institutional Shares		16,482,737		147,521
Victory Growth Fund Institutional Shares		271,025		7,450
Victory High Income Fund Institutional Shares		5,508,933		36,910
Victory Income Stock Fund Institutional Shares		235,136		4,094
Victory Integrity Mid-Cap Value Fund Class R6		317,024		6,981
Victory Core Plus Intermediate Bond Fund Institutional Shares		4,889,216		45,274
Victory Market Neutral Income Fund Institutional Shares		3,886,781		33,115
Victory Nasdaq-100 Index Fund Class R6		64,053		2,173
Victory Precious Metals and Minerals Fund Institutional Shares		140,247		2,711
Victory RS International Fund Class R6		1,907,663		20,908
Victory Short-Term Bond Fund Institutional Shares		11,772,295		103,243
Victory Small Cap Stock Fund Institutional Shares		712,259		8,426
Victory Sophus Emerging Markets Fund Class R6		243,826		4,423
Victory Target Managed Allocation Fund		3,846,587		34,042
Victory Trivalent International Core Equity Fund Class R6		2,076,740		15,098
Total Affiliated Mutual Funds (Cost $541,281)				531,082
Collateral for Securities Loaned (0.1%)^
Goldman Sachs Financial Square Government Fund, Institutional Shares, 4.77% (b)		112,050		112
HSBC U.S. Government Money Market Fund, Institutional Shares, 4.76% (b)		112,050		112
Invesco Government & Agency Portfolio, Institutional Shares, 4.78% (b)		112,050		112
Morgan Stanley Institutional Liquidity Government Portfolio, Institutional Shares, 4.77% (b)		112,050		112
Total Collateral for Securities Loaned (Cost $448)				448
Total Investments (Cost $672,998) — 99.6%				663,525
Other assets in excess of liabilities — 0.4%				2,863
NET ASSETS — 100.00%			$	666,388

At April 30, 2023, the foreign securities held by the underlying funds were 11.1% of net assets.

See notes to financial statements.

16

Victory Portfolios III
Victory Target Retirement Income Fund Schedule of Portfolio Investments — continued
April 30, 2023

^  Purchased with cash collateral from securities on loan.

(a)  All or a portion of this security is on loan.

(b)  Rate disclosed is the daily yield on April 30, 2023.

ETF — Exchange-Traded Fund

See notes to financial statements.

17

Victory Portfolios III
Victory Target Retirement 2030 Fund Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (24.5%)
VictoryShares Corporate Bond ETF		1,767,524	$	37,040
VictoryShares Emerging Markets Value Momentum ETF		609,025		25,817
VictoryShares International Value Momentum ETF		1,047,996		46,133
VictoryShares International Volatility Wtd ETF		443,850		18,100
VictoryShares NASDAQ Next 50 ETF		696,279		17,344
VictoryShares Short-Term Bond ETF		834,703		41,109
VictoryShares US Multi-Factor Minimum Volatility ETF		264,132		10,447
VictoryShares US Small Mid Cap Value Momentum ETF		309,422		19,583
VictoryShares US Value Momentum ETF		621,309		39,411
VictoryShares WestEnd U.S. Sector ETF		1,154,053		33,629
Total Affiliated Exchange-Traded Funds (Cost $277,716)				288,613
Affiliated Mutual Funds (75.1%)
Victory 500 Index Fund Reward Shares		1,230,179		65,470
Victory Global Managed Volatility Fund Institutional Shares		12,666,932		117,296
Victory Government Securities Fund Institutional Shares		20,815,350		186,297
Victory Growth Fund Institutional Shares		878,075		24,138
Victory High Income Fund Institutional Shares		6,859,691		45,960
Victory Income Stock Fund Institutional Shares		846,340		14,735
Victory Integrity Mid-Cap Value Fund Class R6		1,214,125		26,735
Victory Core Plus Intermediate Bond Fund Institutional Shares		6,600,916		61,125
Victory Market Neutral Income Fund Institutional Shares		2,670,703		22,754
Victory Nasdaq-100 Index Fund Class R6		524,971		17,807
Victory Precious Metals and Minerals Fund Institutional Shares		255,335		4,936
Victory RS International Fund Class R6		4,971,320		54,486
Victory Short-Term Bond Fund Institutional Shares		7,272,211		63,777
Victory Small Cap Stock Fund Institutional Shares		1,925,695		22,781
Victory Sophus Emerging Markets Fund Class R6		515,437		9,350
Victory Target Managed Allocation Fund		11,982,361		106,044
Victory Trivalent International Core Equity Fund Class R6		5,465,250		39,732
Total Affiliated Mutual Funds (Cost $894,248)				883,423
Total Investments (Cost $1,171,964) — 99.6%				1,172,036
Other assets in excess of liabilities — 0.4%				4,120
NET ASSETS — 100.00%			$	1,176,156

At April 30, 2023, the foreign securities held by the underlying Funds were 16.5% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

18

Victory Portfolios III
Victory Target Retirement 2040 Fund Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (26.7%)
VictoryShares Corporate Bond ETF		873,088	$	18,296
VictoryShares Emerging Markets Value Momentum ETF		1,010,130		42,819
VictoryShares International Value Momentum ETF		1,584,198		69,736
VictoryShares International Volatility Wtd ETF		654,183		26,678
VictoryShares NASDAQ Next 50 ETF		1,164,047		28,996
VictoryShares Short-Term Bond ETF		493,169		24,289
VictoryShares US Multi-Factor Minimum Volatility ETF		428,496		16,948
VictoryShares US Small Mid Cap Value Momentum ETF		453,628		28,711
VictoryShares US Value Momentum ETF		988,999		62,734
VictoryShares WestEnd U.S. Sector ETF		1,928,537		56,197
Total Affiliated Exchange-Traded Funds (Cost $353,789)				375,404
Affiliated Mutual Funds (72.7%)
Victory 500 Index Fund Reward Shares		1,991,661		105,996
Victory Global Managed Volatility Fund Institutional Shares		20,230,373		187,333
Victory Government Securities Fund Institutional Shares		11,026,465		98,687
Victory Growth Fund Institutional Shares		1,448,235		39,812
Victory High Income Fund Institutional Shares		7,227,569		48,425
Victory Income Stock Fund Institutional Shares		1,376,417		23,964
Victory Integrity Mid-Cap Value Fund Class R6		1,942,825		42,781
Victory Core Plus Intermediate Bond Fund Institutional Shares		4,057,614		37,574
Victory Market Neutral Income Fund Institutional Shares		1,885,259		16,062
Victory Nasdaq-100 Index Fund Class R6		889,341		30,167
Victory Precious Metals and Minerals Fund Institutional Shares		283,976		5,489
Victory RS International Fund Class R6		8,169,338		89,536
Victory Short-Term Bond Fund Institutional Shares		2,844,383		24,945
Victory Small Cap Stock Fund Institutional Shares		2,759,316		32,643
Victory Sophus Emerging Markets Fund Class R6		732,649		13,290
Victory Target Managed Allocation Fund		18,322,621		162,155
Victory Trivalent International Core Equity Fund Class R6		9,014,056		65,532
Total Affiliated Mutual Funds (Cost $1,019,435)				1,024,391
Total Investments (Cost $1,373,224) — 99.4%				1,399,795
Other assets in excess of liabilities — 0.6%				8,306
NET ASSETS — 100.00%			$	1,408,101

At April 30, 2023, the foreign securities held by the underlying Funds were 21.8% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

19

Victory Portfolios III
Victory Target Retirement 2050 Fund Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (28.2%)
VictoryShares Corporate Bond ETF		513,750	$	10,766
VictoryShares Emerging Markets Value Momentum ETF		746,226		31,632
VictoryShares International Value Momentum ETF		1,080,063		47,544
VictoryShares International Volatility Wtd ETF		442,741		18,055
VictoryShares NASDAQ Next 50 ETF		793,323		19,762
VictoryShares US Multi-Factor Minimum Volatility ETF		310,087		12,265
VictoryShares US Small Mid Cap Value Momentum ETF		310,804		19,671
VictoryShares US Value Momentum ETF		670,166		42,510
VictoryShares WestEnd U.S. Sector ETF		1,380,725		40,234
Total Affiliated Exchange-Traded Funds (Cost $226,785)				242,439
Affiliated Mutual Funds (71.2%)
Victory 500 Index Fund Reward Shares		1,392,855		74,128
Victory Global Managed Volatility Fund Institutional Shares		13,797,766		127,767
Victory Government Securities Fund Institutional Shares		2,755,750		24,664
Victory Growth Fund Institutional Shares		940,640		25,858
Victory High Income Fund Institutional Shares		1,473,427		9,872
Victory Income Stock Fund Institutional Shares		959,248		16,701
Victory Integrity Mid-Cap Value Fund Class R6		1,317,001		29,000
Victory Core Plus Intermediate Bond Fund Institutional Shares		2,286,827		21,176
Victory Market Neutral Income Fund Institutional Shares		775,428		6,607
Victory Nasdaq-100 Index Fund Class R6		653,380		22,163
Victory Precious Metals and Minerals Fund Institutional Shares		159,541		3,084
Victory RS International Fund Class R6		5,477,318		60,031
Victory Short-Term Bond Fund Institutional Shares		94,779		831
Victory Small Cap Stock Fund Institutional Shares		1,995,827		23,611
Victory Sophus Emerging Markets Fund Class R6		611,293		11,089
Victory Target Managed Allocation Fund		12,462,948		110,297
Victory Trivalent International Core Equity Fund Class R6		5,990,852		43,553
Total Affiliated Mutual Funds (Cost $606,706)				610,432
Total Investments (Cost $833,491) — 99.4%				852,871
Other assets in excess of liabilities — 0.6%				4,719
NET ASSETS — 100.00%			$	857,590

At April 30, 2023, the foreign securities held by the underlying Funds were 24.7% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

20

Victory Portfolios III
Victory Target Retirement 2060 Fund Schedule of Portfolio Investments
April 30, 2023

(Amounts in Thousands, Except for Shares)

Security Description	Shares		Value
Affiliated Exchange-Traded Funds (28.2%)
VictoryShares Corporate Bond ETF		67,206	$	1,408
VictoryShares Emerging Markets Value Momentum ETF		108,347		4,593
VictoryShares International Value Momentum ETF		160,001		7,043
VictoryShares International Volatility Wtd ETF		75,768		3,090
VictoryShares NASDAQ Next 50 ETF		112,009		2,790
VictoryShares US Multi-Factor Minimum Volatility ETF		43,625		1,726
VictoryShares US Small Mid Cap Value Momentum ETF		42,403		2,684
VictoryShares US Value Momentum ETF		96,343		6,111
VictoryShares WestEnd U.S. Sector ETF		207,979		6,060
Total Affiliated Exchange-Traded Funds (Cost $33,024)				35,505
Affiliated Mutual Funds (71.5%)
Victory 500 Index Fund Reward Shares		203,777		10,845
Victory Global Managed Volatility Fund Institutional Shares		2,061,566		19,090
Victory Government Securities Fund Institutional Shares		509,793		4,563
Victory Growth Fund Institutional Shares		145,901		4,011
Victory Income Stock Fund Institutional Shares		161,317		2,809
Victory Integrity Mid-Cap Value Fund Class R6		191,841		4,224
Victory Core Plus Intermediate Bond Fund Institutional Shares		346,143		3,204
Victory Nasdaq-100 Index Fund Class R6		103,932		3,525
Victory Precious Metals and Minerals Fund		19,828		383
Victory RS International Fund Class R6		823,895		9,030
Victory Short-Term Bond Fund Institutional Shares		119		1
Victory Small Cap Stock Fund Institutional Shares		329,790		3,902
Victory Sophus Emerging Markets Fund Class R6		88,932		1,613
Victory Target Managed Allocation Fund		1,849,926		16,372
Victory Trivalent International Core Equity Fund Class R6		873,243		6,349
Total Affiliated Mutual Funds (Cost $92,453)				89,921
Total Investments (Cost $125,477) — 99.7%				125,426
Other assets in excess of liabilities — 0.3%				365
NET ASSETS — 100.00%			$	125,791

At April 30, 2023, the foreign securities held by the underlying Funds were 25.2% of net assets.

ETF — Exchange-Traded Fund

See notes to financial statements.

21

Victory Portfolios III Statements of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Target Retirement Income Fund			Victory Target Retirement 2030 Fund		Victory Target Retirement 2040 Fund
Assets:
Affiliated investments, at value (Cost $672,550, $1,171,964 and $1,373,224)	$	663,077	(a)	$	1,172,036	$	1,399,795
Unaffiliated investments, at value (Cost $448, $— and $—)		448			—		—
Cash		—			2,882		4,726
Receivables:
Interest		1			1		—
Capital shares issued		41			391		286
Investments sold		7,017			1,610		4,022
From Adviser		—			16		34
Prepaid expenses		11			19		20
Total Assets		670,595			1,176,955		1,408,883
Liabilities:
Payables:
Collateral received on loaned securities		448			—		—
To custodian		1,536			—		—
To affiliated fund		2,000			—		—
Capital shares redeemed		191			754		729
Accrued expenses and other payables:
Custodian fees		2			3		4
Compliance fees		1			1		1
Other accrued expenses		29			41		48
Total Liabilities		4,207			799		782
Net Assets:
Capital		675,517			1,158,969		1,362,247
Total accumulated earnings/(loss)		(9,129	)		17,187		45,854
Net Assets	$	666,388		$	1,176,156	$	1,408,101
Shares (unlimited number of shares authorized with no par value):		65,434			103,844		123,343
Net asset value, offering and redemption price per share: (b)	$	10.18		$	11.33	$	11.42

(a)  Includes $440 thousand of securities on loan.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

22

Victory Portfolios III Statements of Assets and Liabilities
April 30, 2023

(Amounts in Thousands, Except Per Share Amounts)  

	Victory Target Retirement 2050 Fund		Victory Target Retirement 2060 Fund
Assets:
Affiliated investments, at value (Cost $833,491 and $125,477)	$	852,871	$	125,426
Cash		4,686		346
Receivables:
Capital shares issued		214		34
Investments sold		2,011		—
From Adviser		8		15
Prepaid expenses		15		4
Total Assets		859,805		125,825
Liabilities:
Payables:
Investments purchased		2,006		—
Capital shares redeemed		170		17
Accrued expenses and other payables:
Custodian fees		3		1
Compliance fees		1		—	(a)
Other accrued expenses		35		16
Total Liabilities		2,215		34
Net Assets:
Capital		826,701		124,479
Total accumulated earnings/(loss)		30,889		1,312
Net Assets	$	857,590	$	125,791
Shares (unlimited number of shares authorized with no par value):		73,275		10,747
Net asset value, offering and redemption price per share: (b)	$	11.70	$	11.70

(a)  Rounds to less than $1 thousand.

(b)  Per share amount may not recalculate due to rounding of net assets and/or shares outstanding.

See notes to financial statements.

23

Victory Portfolios III Statements of Operations

(Amounts in Thousands)

	Victory Target Retirement Income Fund						Victory Target Retirement 2030 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Income distributions from affiliated funds	$	5,491		$	19,771		$	6,933		$	31,144
Interest from unaffiliated investments		14			7			26			27
Securities lending (net of fees)		4			5			2			2
Total Income		5,509			19,783			6,961			31,173
Expenses:
Sub-Administration fees		6			19			6			19
Custodian fees		4			12			7			19
Transfer agent fees		16			32			27			55
Trustees' fees		16			47			16			47
Compliance fees		2			6			4			10
Printing fees		14			23			20			36
Legal and audit fees		28			64			28			54
State registration and filing fees		10			36			13			38
Other expenses		6			29			15			40
Recoupment of prior expenses waived/reimbursed by Adviser		—			—			—			1
Total Expenses		102			268			136			319
Expenses waived/reimbursed by Adviser		—			(2	)		(21	)		—
Net Expenses		102			266			115			319
Net Investment Income (Loss)		5,407			19,517			6,846			30,854
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(2,063	)		(104	)		(1,311	)		11,347
Capital gain distributions received from affiliated funds		—			4,830			—			12,807
Net change in unrealized appreciation/ depreciation on affiliated funds		26,323			(108,209	)		59,127			(240,236	)
Net realized/unrealized gains (losses) on investments		24,260			(103,483	)		57,816			(216,082	)
Change in net assets resulting from operations	$	29,667		$	(83,966	)	$	64,662		$	(185,228	)

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

24

Victory Portfolios III Statements of Operations

(Amounts in Thousands)

	Victory Target Retirement 2040 Fund						Victory Target Retirement 2050 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Income distributions from affiliated funds	$	5,968		$	35,493		$	2,686		$	20,756
Interest from unaffiliated investments		51			49			34			47
Securities lending (net of fees)		—	(b)		10			—	(b)		4
Total Income		6,019			35,552			2,720			20,807
Expenses:
Sub-Administration fees		6			19			6			19
Custodian fees		9			21			6			14
Transfer agent fees		32			64			19			39
Trustees' fees		16			47			16			47
Compliance fees		4			12			3			7
Printing fees		21			41			15			29
Legal and audit fees		28			54			28			53
State registration and filing fees		14			37			12			33
Other expenses		17			49			14			34
Recoupment of prior expenses waived/reimbursed by Adviser		—			—			—	(b)		—
Total Expenses		147			344			119			275
Expenses waived/reimbursed by Adviser		(56	)		(61	)		(8	)		(1	)
Net Expenses		91			283			111			274
Net Investment Income (Loss)		5,928			35,269			2,609			20,533
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(941	)		11,855			(1,725	)		8,379
Capital gain distributions received from affiliated funds		—			19,193			—			12,913
Net change in unrealized appreciation/ depreciation on affiliated funds		83,183			(312,180	)		55,905			(198,859	)
Net realized/unrealized gains (losses) on investments		82,242			(281,132	)		54,180			(177,567	)
Change in net assets resulting from operations	$	88,170		$	(245,863	)	$	56,789		$	(157,034	)

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b)  Rounds to less than $1 thousand.

See notes to financial statements.

25

Victory Portfolios III Statements of Operations

(Amounts in Thousands)

	Victory Target Retirement 2060 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022
Investment Income:
Income distributions from affiliated funds	$	360		$	2,867
Interest from unaffiliated investments		6			9
Securities lending (net of fees)		—	(b)		1
Total Income		366			2,877
Expenses:
Sub-Administration fees		6			19
Custodian fees		2			5
Transfer agent fees		3			6
Trustees' fees		16			47
Compliance fees		—	(b)		1
Printing fees		6			9
Legal and audit fees		28			52
State registration and filing fees		8			23
Other expenses		—	(b)		13
Total Expenses		69			175
Expenses waived/reimbursed by Adviser		(29	)		(53	)
Net Expenses		40			122
Net Investment Income (Loss)		326			2,755
Realized/Unrealized Gains (Losses) from Investments:
Net realized gains (losses) from sales of affiliated funds		(385	)		489
Capital gain distributions received from affiliated funds		—			1,843
Net change in unrealized appreciation/depreciation on affiliated funds		8,446			(27,539	)
Net realized/unrealized gains (losses) on investments		8,061			(25,207	)
Change in net assets resulting from operations	$	8,387		$	(22,452	)

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b)  Rounds to less than $1 thousand.

See notes to financial statements.

26

Victory Portfolios III Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Target Retirement Income Fund									Victory Target Retirement 2030 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	5,407		$	19,517		$	25,732		$	6,846		$	30,854		$	51,944
Net realized gains (losses)		(2,063	)		4,726			42,645			(1,311	)		24,154			94,192
Net change in unrealized appreciation/depreciation		26,323			(108,209	)		(16,329	)		59,127			(240,236	)		11,103
Change in net assets resulting from operations		29,667			(83,966	)		52,048			64,662			(185,228	)		157,239
Change in net assets resulting from distributions to shareholders		(3,617	)		(42,353	)		(52,029	)		—			(101,184	)		(100,538	)
Change in net assets resulting from capital transactions		(16,660	)		(24,319	)		(19,630	)		(23,163	)		33,547			120
Change in net assets		9,390			(150,638	)		(19,611	)		41,499			(252,865	)		56,821
Net Assets:
Beginning of period		656,998			807,636			827,247			1,134,657			1,387,522			1,330,701
End of period	$	666,388		$	656,998		$	807,636		$	1,176,156		$	1,134,657		$	1,387,522
Capital Transactions:
Proceeds from shares issued	$	15,271		$	42,001		$	82,627		$	27,062		$	81,144		$	133,480
Distributions reinvested		3,594			42,091			51,747			—			100,969			100,394
Cost of shares redeemed		(35,525	)		(108,411	)		(154,004	)		(50,225	)		(148,566	)		(233,754	)
Change in net assets resulting from capital transactions	$	(16,660	)	$	(24,319	)	$	(19,630	)	$	(23,163	)	$	33,547		$	120
Share Transactions:
Issued		1,516			3,901			6,852			2,434			6,606			9,600
Reinvested		361			4,192			4,396			—			9,250			7,376
Redeemed		(3,531	)		(10,144	)		(12,778	)		(4,513	)		(12,204	)		(16,842	)
Change in Shares		(1,654	)		(2,051	)		(1,530	)		(2,079	)		3,652			134

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

27

Victory Portfolios III Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Target Retirement 2040 Fund									Victory Target Retirement 2050 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	5,928		$	35,269		$	67,012		$	2,609		$	20,533		$	41,965
Net realized gains (losses)		(941	)		31,048			120,413			(1,725	)		21,292			78,287
Net change in unrealized appreciation/depreciation		83,183			(312,180	)		46,214			55,905			(198,859	)		33,126
Change in net assets resulting from operations		88,170			(245,863	)		233,639			56,789			(157,034	)		153,378
Change in net assets resulting from distributions to shareholders		—			(132,290	)		(120,954	)		—			(84,813	)		(75,540	)
Change in net assets resulting from capital transactions		(17,348	)		71,180			247			(8,137	)		64,708			14,305
Change in net assets		70,822			(306,973	)		112,932			48,652			(177,139	)		92,143
Net Assets:
Beginning of period		1,337,279			1,644,252			1,531,320			808,938			986,077			893,934
End of period	$	1,408,101		$	1,337,279		$	1,644,252		$	857,590		$	808,938		$	986,077
Capital Transactions:
Proceeds from shares issued	$	37,464		$	102,220		$	163,473		$	25,809		$	76,507		$	117,938
Distributions reinvested		—			132,158			120,782			—			84,765			75,478
Cost of shares redeemed		(54,812	)		(163,198	)		(284,008	)		(33,946	)		(96,564	)		(179,111	)
Change in net assets resulting from capital transactions	$	(17,348	)	$	71,180		$	247		$	(8,137	)	$	64,708		$	14,305
Share Transactions:
Issued		3,351			8,216			11,582			2,257			5,943			8,090
Reinvested		—			12,143			8,638			—			7,639			5,206
Redeemed		(4,904	)		(13,106	)		(20,168	)		(2,968	)		(7,538	)		(12,331	)
Change in Shares		(1,553	)		7,253			52			(711	)		6,044			965

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

28

Victory Portfolios III Statements of Changes in Net Assets

(Amounts in Thousands)

	Victory Target Retirement 2060 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021
From Investments:
Operations:
Net Investment Income (Loss)	$	326		$	2,755		$	5,766
Net realized gains (losses)		(385	)		2,332			10,443
Net change in unrealized appreciation/depreciation		8,446			(27,539	)		4,736
Change in net assets resulting from operations		8,387			(22,452	)		20,945
Change in net assets resulting from distributions to shareholders		—			(11,801	)		(9,243	)
Change in net assets resulting from capital transactions		706			12,901			5,341
Change in net assets		9,093			(21,352	)		17,043
Net Assets:
Beginning of period		116,698			138,050			121,007
End of period	$	125,791		$	116,698		$	138,050
Capital Transactions:
Proceeds from shares issued	$	6,463		$	16,023		$	22,008
Distributions reinvested		—			11,782			9,235
Cost of shares redeemed		(5,757	)		(14,904	)		(25,902	)
Change in net assets resulting from capital transactions	$	706		$	12,901		$	5,341
Share Transactions:
Issued		567			1,246			1,531
Reinvested		—			1,064			640
Redeemed		(503	)		(1,173	)		(1,814	)
Change in Shares		64			1,137			357

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

See notes to financial statements.

29

Victory Portfolios III Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Target Retirement Income Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	9.79		$	11.68		$	11.71		$	11.22		$	10.69		$	11.69
Investment Activities:
Net investment income (loss)		0.08	(b)		0.29	(b)		0.38	(b)		0.38	(b)		0.31	(b)		0.29
Net realized and unrealized gains (losses)		0.37			(1.53	)		0.37			0.58			0.93			(0.64	)
Total from Investment Activities		0.45			(1.24	)		0.75			0.96			1.24			(0.35	)
Distributions to Shareholders from:
Net investment income		(0.06	)		(0.29	)		(0.38	)		(0.30	)		(0.31	)		(0.29	)
Net realized gains		—			(0.36	)		(0.40	)		(0.17	)		(0.40	)		(0.36	)
Total Distributions		(0.06	)		(0.65	)		(0.78	)		(0.47	)		(0.71	)		(0.65	)
Net Asset Value, End of Period	$	10.18		$	9.79		$	11.68		$	11.71		$	11.22		$	10.69
Total Return (c) (d)		4.56	%		(10.64	)%		6.48	%		8.73	%		11.72	%		(3.01	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.05	%		0.04	%		0.03	%		0.06	%		0.07	%		0.07	%
Net Investment Income (Loss) (e)		2.46	%		2.75	%		3.13	%		3.40	%		2.75	%		2.53	%
Gross Expenses (e) (f)		0.05	%		0.04	%		0.03	%		0.06	%		0.07	%		0.07	%
Supplemental Data:
Net Assets at end of period (000's)	$	666,388		$	656,998		$	807,636		$	827,247		$	337,633		$	318,796
Portfolio Turnover (c)		2	%		13	%		16	%		15	%(h)		16	%		29	%

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b)  Per share net investment income (loss) has been calculated using the average daily shares method.

(c)  Not annualized for periods less than one year.

(d)  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the reported return.

(e)  Annualized for periods less than one year.

(f)  Does not include acquired fund fees and expenses, if any.

(g)  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through August 31, 2024, instead of coinciding with the Fund's fiscal year end.

(h)  For the year ended December 31, 2020, the portfolio turnover calculation excludes the value of securities purchased of $78,972, and sold of $170,937 thousand, respectively, in connection with the Fund's acquisition of USAA^®​ Target Retirement 2020 Fund.

See notes to financial statements.

30

Victory Portfolios III Financial Highlights

For a Share Outstanding Throughout Each Period

	Victory Target Retirement 2030 Fund
	Four Months Ended April 30, 2023(a)			Year Ended December 31, 2022			Year Ended December 31, 2021			Year Ended December 31, 2020			Year Ended December 31, 2019			Year Ended December 31, 2018
Net Asset Value, Beginning of Period	$	10.71		$	13.57		$	13.03		$	12.47		$	11.87		$	13.84
Investment Activities:
Net investment income (loss)		0.07	(b)		0.31	(b)		0.53	(b)		0.29	(b)		0.33	(b)		0.30
Net realized and unrealized gains (losses)		0.55			(2.15	)		1.05			0.86			1.70			(1.25	)
Total from Investment Activities		0.62			(1.84	)		1.58			1.15			2.03			(0.95	)
Distributions to Shareholders from:
Net investment income		—			(0.29	)		(0.59	)		(0.25	)		(0.31	)		(0.30	)
Net realized gains		—			(0.73	)		(0.45	)		(0.34	)		(1.12	)		(0.72	)
Total Distributions		—			(1.02	)		(1.04	)		(0.59	)		(1.43	)		(1.02	)
Net Asset Value, End of Period	$	11.33		$	10.71		$	13.57		$	13.03		$	12.47		$	11.87
Total Return (c) (d)		5.79	%		(13.53	)%		12.24	%		9.25	%		17.13	%		(6.99	)%
Ratios to Average Net Assets:
Net Expenses (e) (f) (g)		0.03	%		0.03	%		0.02	%		0.02	%		0.03	%		0.03	%
Net Investment Income (Loss) (e)		1.78	%		2.55	%		3.79	%		2.41	%		2.53	%		2.25	%
Gross Expenses (e) (f)		0.04	%		0.03	%		0.02	%		0.02	%		0.03	%		0.03	%
Supplemental Data:
Net Assets at end of period (000's)	$	1,176,156		$	1,134,657		$	1,387,522		$	1,330,701		$	1,368,343		$	1,183,564
Portfolio Turnover (c)		2	%		13	%		18	%		19	%		24	%		36	%

(a)  Effective April 30, 2023, the Fund's fiscal year-end changed from December 31 to April 30.

(b)  Per share net investment income (loss) has been calculated using the average daily shares method.

(c)  Not annualized for periods less than one year.

(d)  Assumes reinvestment of all net investment income and realized capital gain distributions, if any, during the period. Includes adjustments in accordance with U.S. Generally Accepted Accounting Principles and could differ from the reported return.

(e)  Annualized for periods less than one year.

(f)  Does not include acquired fund fees and expenses, if any.

(g)  The net expense ratio may not correlate to the applicable expense limits in place during the period since the current contractual expense limitation is applied for a period beginning July 1, 2019, and in effect through August 31, 2024, instead of coinciding with the Fund's fiscal year end.

See notes to financial statements.

31

Victory Portfolios III Financial Highlights

For a Share Outstanding Throughout Each Period

Victory Target Retirement 2040 Fund

Four
Months
Ended
April 30,