Gupta Nina 4
4 · Victory Capital Holdings, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Victory Capital (VCTR) CLO Nina Gupta Receives Performance Award
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.
Insider Transaction Report
Form 4
Gupta Nina
Chief Legal Officer
Transactions
- Award
Performance-based Restricted Stock
[F1][F2][F3]2026-03-13+76,496→ 76,496 total→ Common Stock (76,496 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|2026-03-16