Victory Capital (VCTR) CFO awarded 295K performance-based stock grant

Rhea-AI Filing Summary

Victory Capital Holdings, Inc. reported that President, CFO & CAO Michael Dennis Policarpo received a grant of 295,050 performance-based restricted stock shares. Each performance share can convert into one share of common stock if demanding stock price hurdles are met between $100.01 and $133.34 during a performance period from March 15, 2026 to March 15, 2033. Vesting and settlement occur only after the Compensation Committee confirms the stock price hurdles have been achieved and require his continued employment through the achievement date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Policarpo Michael Dennis

Role President, CFO & CAO

Type	Security	Shares	Price	Value
Grant/Award	Performance-based Restricted Stock	295,050	$0.00	--

Holdings After Transaction: Performance-based Restricted Stock — 295,050 shares (Direct)

Footnotes (1)

1. As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock. The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period. If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Policarpo Michael Dennis

(Last) (First) (Middle)

15935 LA CANTERA PARKWAY

(Street)

SAN ANTONIO TX 78256

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Victory Capital Holdings, Inc. [ VCTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, CFO & CAO

3. Date of Earliest Transaction (Month/Day/Year)
03/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance-based Restricted Stock	(1)	03/13/2026		A(2)		295,050		(3)	(3)	Common Stock	295,050	$0	295,050	D

Explanation of Responses:

1. As disclosed on a Form 8-K filed on March 16, 2026 ("Form 8-K"), performance-based shares of restricted stock (the "Performance Shares") were granted to the Reporting Person on March 15, 2026, pursuant to the, Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan (the "Plan"), with vesting tied to four significant stock price performance hurdles. Each Performance Share represents a contingent right to receive one share of Victory Capital Holdings, Inc., Common Stock.

2. The Performance Shares are subject to performance-based vesting requirements tied to significant stock price performance hurdles. The Performance Shares set forth in the table above will become eligible to vest upon achievement of the following stock price hurdles at any time during the period beginning on March 15, 2026, and ending on March 15, 2033 (the "Performance Measurement Period"): (i) 25% of the Performance Shares for a stock price hurdle of $100.01 (ii) an additional 25% of the Performance Shares for a stock price hurdle of $110.01, (iii) an additional 25% of the Performance Shares for a stock price hurdle of $120.01, (iv) an additional 25% % of the Performance Shares for a stock price hurdle of $133.34. A stock price hurdle will be achieved only if the average closing price of the Issuer's common stock is equal to or greater than the hurdle for five consecutive trading days during the Performance Measurement Period.

3. If Performance Shares become eligible to vest, the eligible Performance Shares will settle within ten (10) business days following approval by the Compensation Committee of the Board of Directors of the Issuer of the achievement of the stock price hurdles, subject to the Reporting Person's continued employment with the Issuer through the date the stock price hurdle is achieved.

	/s/ Nina Gupta, attorney-in-fact for Mr. Policarpo	03/16/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Victory Capital (VCTR) disclose in this Form 4 for its CFO?

Victory Capital reported that President, CFO & CAO Michael Dennis Policarpo received a grant of 295,050 performance-based restricted stock shares. These shares convert into common stock only if specified long-term stock price hurdles are achieved and other vesting conditions are satisfied.

How many performance-based shares did the Victory Capital CFO receive?

The Victory Capital CFO received 295,050 performance-based restricted stock shares. Each performance share represents a contingent right to receive one share of Victory Capital common stock, subject to meeting stock price performance hurdles and continued employment conditions during the defined performance measurement period.

What stock price hurdles apply to the Victory Capital CFO performance shares?

The performance shares vest in four tranches tied to stock price hurdles of $100.01, $110.01, $120.01, and $133.34. Each hurdle requires the average closing price to meet or exceed the level for five consecutive trading days during the measurement period.

Over what period can Victory Capital’s performance share hurdles be achieved?

The stock price hurdles for the CFO’s performance shares can be achieved at any time from March 15, 2026 through March 15, 2033. This multi-year performance measurement period ties potential vesting to sustained stock performance over the long term.

When will the Victory Capital CFO’s performance shares settle if hurdles are met?

If the stock price hurdles are achieved and approved by the Compensation Committee, eligible performance shares will settle within ten business days. Settlement also requires the CFO’s continued employment with Victory Capital through the date the applicable stock price hurdle is achieved.

Are the Victory Capital CFO performance shares guaranteed to vest?

The performance shares are not guaranteed to vest. Vesting depends on achieving specified stock price performance hurdles within the 2026–2033 period and approval by the Compensation Committee, plus the CFO remaining employed through the date each stock price hurdle is met.