Sipp Thomas Michael 4
4 · Victory Capital Holdings, Inc. · Filed Mar 16, 2026
Research Summary
AI-generated summary of this filing
Victory Capital (VCTR) EVP Thomas Sipp Receives Performance Award
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.
Insider Transaction Report
- Award
Performance-based Restricted Stock
[F1][F2][F3]2026-03-13+163,926→ 163,926 total→ Common Stock (163,926 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.