Sipp Thomas Michael 4

What Happened
Thomas M. Sipp, Executive Vice President of Victory Capital Holdings, was granted 163,926 performance-based restricted shares (reported as a derivative award) on the Form 4 with a transaction date listed as 2026-03-13. The grant shows a $0.00 acquisition price because these are contingent Performance Shares — each represents a right to receive one share of common stock only if specified stock-price hurdles are achieved during the performance period.

Key Details

• Transaction date (per Form 4): 2026-03-13; Form 4 filed: 2026-03-16 (Form 8-K discloses grant date as March 15, 2026).
• Award size: 163,926 Performance Shares; reported acquisition price: $0.00 (derivative/award).
• Vesting/conditions: Four stock-price hurdles during March 15, 2026 – March 15, 2033: 25% at $100.01, 25% at $110.01, 25% at $120.01, and 25% at $133.34. Each hurdle is achieved only if the average closing price is ≥ the hurdle for five consecutive trading days. (F2)
• Settlement and continued employment: If eligible to vest, settlement occurs within 10 business days after Compensation Committee approval, subject to Sipp’s continued employment through the achievement date. (F3)
• Shares owned after transaction: Not specified in the provided filing.
• Filing notes: Form 4 filed March 16, 2026; Form 8-K (March 16, 2026) also describes the grant and terms.

Context
This is a performance-based equity award (not an open-market purchase or sale). Because vesting depends on substantial stock-price milestones over an extended period, these grants are long-term incentives rather than an immediate change in ownership or cash position. Such awards are common for senior executives and are contingent — they carry no present cash value unless and until the performance conditions are met.