Gupta Nina 4

What Happened

• Nina Gupta, Chief Legal Officer of Victory Capital Holdings, Inc. (VCTR), was reported to have received 76,496 performance-based restricted shares (listed as a derivative award) in a Form 4 covering a transaction dated March 13, 2026. The award is reported at $0.00 per share (no cash purchase).
• These "Performance Shares" are contingent rights to receive one share of common stock each if specified stock-price hurdles are achieved; they do not represent immediately vested or freely tradable shares.

Key Details

• Transaction date in Form 4: March 13, 2026; Form 4 filed March 16, 2026. (Footnote discloses the grant was made on March 15, 2026 per the Form 8‑K.)
• Amount: 76,496 Performance Shares; reported price: $0.00; transaction code: A (award).
• Vesting/measurement period: March 15, 2026 through March 15, 2033.
• Price hurdles and vesting split: 25% of the award vests at an average closing price ≥ $100.01 for five consecutive trading days; additional 25% at $110.01; additional 25% at $120.01; final 25% at $133.34.
• Settlement: If a hurdle is achieved, eligible Performance Shares will be approved by the Compensation Committee and settled within 10 business days, subject to Gupta’s continued employment through the achievement date.
• Shares owned after the transaction: not specified in the provided Form 4.

Context

• These are performance-based compensation awards, not open-market purchases or sales. They are contingent on multi-year stock-price performance and continued employment, so they do not reflect an immediate change in market exposure by the insider.
• For retail investors, such awards indicate company-level incentive alignment with long-term stock performance but should not be read as a short-term trading signal.