Policarpo Michael Dennis 4

What Happened
Michael Dennis, President, CFO & CAO of Victory Capital Holdings, was reported as receiving a grant of 295,050 performance-based restricted stock awards (listed as a derivative acquisition) on the Form 4. The reported price is $0.00 per share because these are contingent "Performance Shares" that represent a future right to common stock if specified stock-price hurdles and other conditions are met.

Key Details

• Transaction date shown on Form 4: 2026-03-13 (Form 4 filed 2026-03-16; a Form 8‑K discloses the grant occurred on March 15, 2026).
• Security: Performance Shares (contingent right to one share each). Reported amount: 295,050 shares. Reported price: $0.00 (no cash paid). Transaction code: A (award/grant).
• Vesting/conditions: Four stock-price hurdles during the performance measurement period (Mar 15, 2026–Mar 15, 2033): 25% vests at average close ≥ $100.01 for 5 consecutive trading days; +25% at $110.01; +25% at $120.01; +25% at $133.34. A hurdle is achieved only if the average closing price meets/exceeds the level for five straight trading days.
• Settlement: If eligible to vest, shares will settle within 10 business days after Compensation Committee approval and are subject to continued employment through the achievement date.
• Shares owned after the transaction: not specified in the details provided here (see the full Form 4 for holdings).
• Filing timing: Form 4 filed 2026-03-16; Form 8‑K disclosing the grant was filed the same day.

Context
These are performance-based awards, not an immediate cash purchase or sale. They are contingent on sustained stock-price performance and continued employment, so they only convert to actual shares (and realizable value) if the company’s stock meets the specified hurdles within the long (7-year) measurement period. For retail investors, such awards indicate an executive compensation link to share-price targets, but do not represent current insider purchases of stock.