Judgment: BUY Victory Capital combines a scalable franchise-plus-platform model with diversified vehicles and integrated distribution (VCS), now supporting a much larger asset base (AUM $310.6bn as of 9/30/25). The company generates strong cash flow (2024 FCF $338.7m) with manageable leverage (net debt/EBITDA 1.74x) and solid interest coverage (12.55x), funding dividends and buybacks. At a modest 10.4x P/E and 1.72x P/B, valuation offers downside support. Upside optionality comes from the contemplated Amundi US combination with 15-year reciprocal distribution, alongside ETF/active ETF tailwinds. Key risks are market/flow sensitivity, fee/talent pressure, and integration execution, but risk/reward appears favorable. WATCH ITEMS: • Amundi US transaction and 15-year reciprocal distribution: A confirmed close and early cross-sell traction would strengthen the BUY; delay/termination or weak synergy realization could shift to HOLD. • Net flows and performance across Victory funds/ETFs/separate accounts: Sustained inflows and share gains in active ETFs reinforce BUY; persistent outflows or performance deterioration could move to HOLD/SELL. • Balance sheet and cash generation: Track net debt/EBITDA, interest coverage, and quarterly FCF (noting 2Q25 volatility). Improvement supports BUY; leverage creeping higher or recurring FCF shortfalls would warrant a more cautious stance.