Policarpo Michael Dennis 4
4 · Victory Capital Holdings, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Victory Capital (VCTR) President/CFO Michael Dennis Receives Award
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.
Insider Transaction Report
- Award
Performance-based Restricted Stock
[F1][F2][F3]2026-03-13+295,050→ 295,050 total→ Common Stock (295,050 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.