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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): March 13, 2026

    

Victory Capital Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38388	32-0402956
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

15935 La Cantera Parkway
San Antonio, Texas		78256
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 216 898-2400

    

     Not Applicable

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01	VCTR	The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Grant of Stock Performance Vested Restricted Stock Awards

On March 13, 2026, the Board of Directors of Victory Capital Holdings, Inc. (the “Company”) approved a one-time grant of performance-based shares of restricted stock (the “Performance Shares”) to key executives, including David C. Brown, Chairman and Chief Executive Officer, Michael D. Policarpo, President, Chief Financial Officer, and Chief Administrative Officer, Tom Sipp, Executive Vice President, Nina Gupta, Chief Legal Officer and Head of Human Resources Administration, and Mannik Dhillon, President, Investment Franchises and Solutions, under the Amended and Restated Victory Capital Holdings, Inc. 2018 Equity Plan. Performance Shares are designed to incentivize long-term outperformance of the Company’s stock price, align the executives’ interests with those of the Company’s stockholders, and promote the retention of key executives.

The Compensation Committee recommended the Performance Shares to the Board of Directors for approval following a comprehensive review of the Company’s executive compensation program conducted with two independent compensation consultants retained by the Compensation Committee for this purpose, taking into account the Company’s long-term transformational objectives and retention goals. The Committee considered the executive leadership team’s track record of strong performance and the importance of their continued strategic execution as a key factor for the Company’s ongoing success and growth potential. The Performance Shares are designed to further align the interests of the Company’s executives with those of its stockholders by tying vesting to achievement of the stock performance outcomes, focusing executives directly on the market price of the Company’s common stock, increasing executive stock ownership overtime and promoting retention given the potential value of the awards. Commencing in 2026, the Compensation Committee anticipates that the size of annual grants of time-vested Company shares to key executives who have received a Performance Share grant will decrease to account for such one-time grant, with the amount of any such reduction to be determined by the Compensation Committee in its discretion.

The Performance Shares are eligible to be earned based on achievement of four significant stock price appreciation hurdles over a seven-year performance period (the “Measurement Period”) commencing on March 15, 2026 (the “Grant Date”). The average closing trading price of the Company’s common stock must equal or exceed the applicable stock price hurdle for five consecutive trading days at any point during the Measurement Period for the stock price hurdle to be considered achieved. The Performance Shares are also required to be held for one year following their vesting date.

The following table illustrates the amounts of Performance Shares that can vest on the achievement of the four stock price hurdles applicable to the Performance Shares, which hurdles were established by the Compensation Committee based on a percentage of appreciation in the value of the Company’s common stock over the closing price of the common stock on the Grant Date.


	% of Performance Shares Earned	Stock Price Hurdle	% Appreciation from the Grant Date
Performance Shares Hurdle #1	25%	$ 100.01	50%
Performance Shares Hurdle #2	Additional 25%	$ 110.01	65%
Performance Shares Hurdle #3	Additional 25%	$ 120.01	80%
Performance Shares Hurdle #4	Additional 25%	$ 133.34	100%

The number of Performance Shares granted were based on the closing price of the Company’s common stock as of March 13, 2026. Mr. Brown received 590,115 Performance Shares, representing a grant value of $39,343,000, Mr. Policarpo received 295,050 Performance Shares, representing a grant value of $19,671,000, Mr. Sipp received a 163,926 Performance Shares, representing a grant value of $10,929,000, Ms. Gupta received 76,496 Performance Shares, representing a grant value of $5,100,000, and Mr. Dhillon received 65,561 Performance Shares, representing a grant value of $4,371,000. The number of Performance Shares described above assumes achievement of 100% of the stock price hurdles; however, Performance Shares will be forfeited if the applicable stock price hurdles are not achieved by the Measurement Period.

Other than for Mr. Brown, whose Performance Shares are subject to the terms of his employment agreement, under the terms of the Performance Shares, there is no acceleration or continued vesting of the Performance Shares in the event of a termination of employment for any reason.

The foregoing description of the Performance Shares does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the form of the Performance Restricted Stock Award Agreement, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number	Description
10.1	Form of Performance Restricted Stock Award Agreement
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			VICTORY CAPITAL HOLDINGS, INC.

Date:	March 16, 2026	By:	/s/ MICHAEL D. POLICARPO
			Name: Michael D. Policarpo Title: President, Chief Financial Officer and Chief Administrative Officer

EX-10.1 2 vctr-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

RESTRICTED STOCK GRANT NOTICE AND AGREEMENT

Victory Capital Holdings, Inc. (the “Company”), pursuant to its Amended and Restated 2018 Stock Incentive Plan (as may be amended, restated or otherwise modified from time to time, the “Plan”), hereby grants to Holder the number of shares of performance vested restricted stock (the “Performance Vested Restricted Stock”) set forth below. The Restricted Stock is subject to all the terms and conditions of this Restricted Stock Agreement (this “Award Agreement”), as well as the terms and conditions of the Plan, all of which are incorporated herein in their entirety. To the extent that any provisions herein (or portion thereof) conflicts with any provision of the Plan, the Plan shall prevail and control. Capitalized terms not otherwise defined herein shall have the same meaning as set forth in the Plan.


Holder	[●]
Grant Date:	[___], 2026
Number of Shares of Performance Vested Restricted Stock	[●]

Vesting Schedule of Performance
Vested Restricted Stock:

From the period beginning on the Grant Date, and ending on the seventh anniversary of the Grant Date (the “Measurement Period”), subject to Holder’s continued employment with the Company through the applicable vesting date, (i) 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee, (ii) an additional 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee, (iii) an additional 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee, and (iv) an additional 25% of the Performance Vested Restricted Stock will vest as of the first date on which the average Fair Market Value of the Company’s common stock equals or exceeds $___ for five consecutive trading days, as determined by the Committee. Any shares of Performance Vesting Restricted Stock that do not vest prior to the termination of Holder’s employment or service with the Company, or that do not vest based on the average Fair Market Value of the Company’s common stock during the Measurement Period, will be forfeited.

For this purpose, “Fair Market Value” will have the meaning ascribed to such term in the Plan

For the avoidance of doubt, the Fair Market Value thresholds set forth above may be equitably and proportionally adjusted by the Committee as the Committee determines in its discretion in accordance with Section 10(a) of the Plan in connection with any stock split or other corporate transaction or distribution which affects the Shares.

Termination: Section 6(c) of the Plan regarding Termination is incorporated herein by reference and made a part hereof. Following any such Termination, the provisions of Section 10 of the Plan shall apply to all shares of Restricted Stock that have vested on or prior to such Termination.

[Restrictive Covenants: Holder hereby acknowledges and recognizes the highly competitive nature of the business of the Company and its subsidiaries and Affiliates (collectively, the “Company Group”), and, accordingly agrees that, as a condition of the grant of Restricted Stock hereunder, Holder agrees that, during his or her employment with the Company Group and for one (1) year following Holder’s Termination, Holder shall not, to the extent permitted by applicable law or except as otherwise permitted in writing by the Board:

(a)

be engaged, directly or indirectly, either for his own account or as agent, consultant, employee, partner, officer, director, proprietor, investor (except as a passive investor owning less than 3% of the equity or holding less than 3% of a debt instrument in an entity) or otherwise by any person, firm, corporation or enterprise engaged in money management, asset management, wealth management or mutual fund management (a “Competing Business”);

(b)

provide financial (except as a passive investor owning less than 3% of the equity or holding less than 3% of a debt instrument in an entity) or other assistance to any person, firm, corporation, or enterprise engaged in a Competing Business;

(c)

directly or indirectly contact, solicit or induce any person, corporation or other entity who or which is a customer or referral source of any member of the Company Group to become a customer or referral source for any person or entity other than the members of the Company Group; or directly or indirectly solicit, induce or encourage any employee of the Company Group who is employed on the date of Holder’s Termination, to leave the employ of the Company Group, or to seek, obtain or accept employment with any Person other than the members of the Company Group.

(d)

The restrictions under clauses (a), (b), (c) and (d) above shall be collectively referred to herein as the “Restrictive Covenants.”

In the event that Holder undergoes a Termination by the Company Group without Cause (other than on account of death or Disability), the restrictions under clauses (a), (b) and (c) above shall apply only for the length of time for which Holder receives severance payments in connection with such Termination, and if Holder receives no severance in connection with such Termination, the restrictions under clauses (a), (b) and (c) above will not apply.

If Holder breaches any terms of any of the Restrictive Covenants, or any restrictive covenant contained in an employment agreement or other agreement between Holder and a member of the Company Group, to the extent permitted by applicable law, Holder shall forfeit (i) any outstanding shares of Restricted Stock and (ii) any shares of Stock held as a result of vesting of shares of Restricted Stock.

It is expressly understood and agreed that, although Holder and the Company consider the Restrictive Covenants to be reasonable for the purpose of preserving for the Company Group’s good will and other proprietary rights, if a final judicial determination is made by a court having jurisdiction (without regard to any ability to appeal or whether an appeal is in fact taken, during the pendency of that appeal) that the time or territory restrictions or any other provision herein related to the Restrictive Covenants is an unreasonable or otherwise unenforceable restriction against Holder, the provisions herein related to the Restrictive Covenants shall not be rendered void, but shall be deemed amended to apply as to such maximum time and territory and to such other extent as such court may judicially determine or indicate to be reasonable.

Holder acknowledges and agrees that the provisions herein related to the Restrictive Covenants shall continue to apply following Holder’s Termination, regardless of the reason for such Termination. Notwithstanding anything herein to the contrary, if, at the time of Holder’s Termination, Holder is employed in or resides in [California]/[Massachusetts], Holder shall not be required to adjudicate the enforceability of the Restrictive Covenants outstanding of [California]/[Massachusetts], and the laws of [California]/[Massachusetts] shall govern the enforceability of the Restrictive Covenants.]1

Employee Shareholders’

Agreement: From and after the date hereof, Holder hereby agrees to be bound by the terms and provisions of that certain Employee Stockholders Agreement by and between the Company, and certain employees of the Company Group, dated as of February 12, 2018, as the same may be amended, restated and/or otherwise modified from time to time (the “Employee Stockholders Agreement”) as if Holder were an original signatory thereto. As a condition to the issuance of any shares of Stock hereunder, Holder shall execute such additional documents as the Company may reasonably request to effectuate Holder’s joiner to the Employee Stockholders Agreement.

Additional Terms:

•

Any certificates representing the vested Restricted Stock delivered to Holder shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such shares are listed, and any applicable federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions as the Committee deems appropriate.

•

Holder shall be the record owner of the shares of Restricted Stock until or unless such Restricted Stock is forfeited or repurchased, or otherwise sold or transferred in accordance with the terms of the Plan, and as record owner shall generally be entitled to all rights of a stockholder with respect to the Restricted Stock; provided, however, that the Company will retain custody of all dividends and distributions, if any (“Retained Distributions”), made or declared on the Restricted Stock (and such Retained Distributions shall be subject to forfeiture and the same restrictions, terms and vesting and other conditions as are applicable to the Restricted Stock) until such time, if ever, as the Restricted Stock with respect to which such Retained Distributions shall have been made, paid or declared shall have become vested, and such Retained Distributions shall not bear interest or be segregated in a separate account. As

1 This language will be removed for CA and conformed for applicable law in MA.

soon as practicable following each applicable vesting date any applicable Retained Distributions shall be delivered to Holder.

•

Upon vesting of the Restricted Stock (or such other time that the Restricted Stock is taken into income), Holder will be required to satisfy applicable withholding tax obligations, if any, as provided in Section 16 of the Plan.

•

This Award Agreement does not confer upon Holder any right to continue as an employee or service provider of the Service Recipient or any other member of the Company Group.

•

This Award Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof.

•

Holder agrees that the Company may deliver by email all documents relating to the Plan or the Restricted Stock (including, without limitation, a copy of the Plan) and all other documents that the Company is required to deliver to its security holders (including, without limitation, disclosures that may be required by the Securities and Exchange Commission). Holder also agrees that the Company may deliver these documents by posting them on a website maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a website, it shall notify Holder by email or such other reasonable manner as then determined by the Company.

•

This Award Agreement and the Plan constitute the entire understanding and agreement of the parties hereto and supersede all prior negotiations, discussions, correspondence, communications, understandings, and agreements (whether oral or written and whether express or implied) between the Company and Holder relating to the subject matter of this Award Agreement. Without limiting the foregoing, to the extent Holder has entered into an employment or similar agreement with the Company or any of its affiliates, and the terms noted in such employment or similar agreement are inconsistent with or conflict with this Award Agreement, then the terms of this Award Agreement will supersede and be deemed to amend and modify the inconsistent or conflicting terms set forth in such employment or similar agreement.

* * *

THE UNDERSIGNED HOLDER ACKNOWLEDGES RECEIPT OF THIS AWARD AGREEMENT AND THE PLAN, AND, AS AN EXPRESS CONDITION TO THE GRANT OF RESTRICTED STOCK HEREUNDER, AGREES TO BE BOUND BY THE TERMS OF BOTH THIS AWARD AGREEMENT AND THE PLAN.

     VICTORY CAPITAL HOLDINGS, INC.
By:
Signature
Title:
Date:

     HOLDER
 
Signature
Print Name: __________________________
Date:

    