Dhillon Mannik S. 4

What Happened

• Dhillon Mannik S., President, Investment Franchise of Victory Capital Holdings (VCTR), was reported as receiving 65,561 performance-based restricted shares (listed as a derivative award, code A) in a Form 4 covering activity dated March 13, 2026 and filed March 16, 2026. The award is recorded at $0.00 per share because these are contingent Performance Shares that convert to common stock only if performance hurdles are met.

Key Details

• Transaction date in table: 2026-03-13; Form 4 filed: 2026-03-16. Footnote states the Performance Shares were granted on March 15, 2026 (disclosed on a Form 8-K filed March 16, 2026).
• Shares reported: 65,561 Performance Shares; reported acquisition price: $0.00 (derivative award).
• Vesting/conditions: Four stock-price hurdles (25% of award each) at average closing prices of $100.01, $110.01, $120.01 and $133.34. A hurdle is met only if the average closing price is ≥ the hurdle for five consecutive trading days during the Performance Measurement Period (March 15, 2026 – March 15, 2033).
• Settlement & employment: If eligible to vest, shares will settle within 10 business days after the Compensation Committee approves achievement of a hurdle, and the recipient must remain employed through the achievement date.
• Shares owned after transaction: Not disclosed in the provided Form 4 excerpt.
• Filing timeliness: Form 4 filed March 16, 2026; filing appears timely based on the dates disclosed.

Context

• These are performance-contingent restricted shares (a derivative award) — they do not represent immediate tradable stock or cash unless and until the specified performance conditions are met and settlement occurs. Such awards are common executive compensation tools and do not by themselves signal an immediate buy or sell decision.