Brown David Craig 4
4 · Victory Capital Holdings, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Victory Capital (VCTR) CEO David C. Brown Receives Award
What Happened
- David C. Brown, Chairman and CEO of Victory Capital Holdings, Inc. (VCTR), received an award of 590,115 performance-based restricted shares (reported as a derivative acquisition, code A) in a Form 4 covering activity dated 2026-03-13. The acquisition price is $0.00 (no cash paid at grant); these are contingent "Performance Shares" that each represent a right to one common share if performance conditions are met.
Key Details
- Transaction date(s): Reported on Form 4 for period 2026-03-13; a related Form 8‑K filed 2026-03-16 indicates the Performance Shares were granted on March 15, 2026. Filing date: 2026-03-16.
- Shares/grant: 590,115 Performance Shares; grant price $0.00; total immediate cash value reported $0.
- Vesting/conditions: Performance-based vesting tied to four stock price hurdles over the performance period (Mar 15, 2026 – Mar 15, 2033): 25% vest at average close ≥ $100.01, +25% at ≥ $110.01, +25% at ≥ $120.01, +25% at ≥ $133.34. Each hurdle requires the average closing price to be equal to or greater than the hurdle for five consecutive trading days.
- Settlement and retention: If eligible to vest, shares will settle within 10 business days after Compensation Committee approval of achievement, and vesting is subject to the Reporting Person’s continued employment through the achievement date.
- Shares owned after transaction: Not reported in the provided filing excerpt.
- Filing timeliness: Form 4 filed March 16, 2026 (appears timely based on filing dates and the related 8‑K).
Context
- These are derivative, performance‑based awards (not an open‑market purchase or sale). They are contingent on future stock-price performance and continued employment, so they do not represent immediate ownership of voting stock or an immediate cash value unless/when hurdles are met and the awards vest.
- For retail investors, performance grants can align executive pay with long‑term stock performance but do not provide a current indicator of insider buying/selling intent.
Insider Transaction Report
Form 4
Brown David Craig
Chairman and CEO
Transactions
- Award
Performance-based Restricted Stock
[F1][F2][F3]2026-03-13+590,115→ 590,115 total→ Common Stock (590,115 underlying)
Footnotes (3)
- [F1]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.
- [F2]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.
- [F3]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.
Signature
/s/ Nina Gupta, attorney-in-fact for Mr. Brown|2026-03-16