[VCTR] Victory Capital Thesis 2026: A Multi-Boutique Asset Manager Compounds Through USAA Integration And Disciplined M&A

Key Takeaways

• Victory Capital Holdings Inc. (NASDAQ: VCTR) is expected to close FY2025 with selected various aggregate revenue of roughly $0.85-0.95B, adjusted EBITDA of selected various aggregate ~$0.40-0.45B (selected aggregate margins ~45-48% — reflecting the asset-manager economics), adjusted EPS of selected various aggregate $5.00-5.80, total assets under management (AUM) of selected various aggregate **$170B+ across selected aggregate ~12 affiliated investment-franchises**, and selected various aggregate ~64M shares outstanding under President & CEO David Brown (CEO since selected aggregate 2013, longtime asset-management executive who led the post-Crestview Partners private-equity buyout of Victory Capital in 2013 + selected aggregate the subsequent transformation into selected aggregate the multi-boutique asset manager the company is today).
• The first deep-dive — the multi-boutique asset-management platform + the USAA Investments integration — covers Victory's selected aggregate ~$170B+ AUM across selected aggregate ~12 affiliated investment franchises that selected aggregate each operate as selected aggregate autonomous boutique investment managers under selected aggregate the Victory Capital corporate umbrella with selected aggregate shared distribution + selected aggregate operations + selected aggregate selected aggregate selected aggregate compliance + selected aggregate selected aggregate other shared services; the franchise list includes selected aggregate (a) Sycamore Capital (US small-cap value), (b) RS Investments (US growth + selected aggregate selected aggregate other), (c) THB Asset Management (US small-cap), (d) NewBridge Asset Management (international + emerging-markets), (e) Munder Capital Management (US large-cap growth + selected aggregate selected aggregate other), (f) Trivalent Investments (US selected aggregate fund-of-funds + selected aggregate selected aggregate selected aggregate other), (g) Selected aggregate other affiliated franchises, plus the transformative 2019 USAA Investments acquisition for $850M (selected aggregate the most-important transaction in Victory history — selected aggregate Victory acquired selected aggregate USAA's asset-management business including selected aggregate ~$70B AUM + selected aggregate selected aggregate the USAA mutual-fund-and-ETF business providing selected aggregate (i) substantial AUM scale, (ii) selected aggregate retail-distribution-channel access to selected aggregate USAA's selected aggregate 13M+ member-base, and (iii) selected aggregate selected aggregate USAA-brand-association); FY2026 catalyst is AUM growth (selected aggregate organic net-flows + selected aggregate market-appreciation + selected aggregate selected aggregate M&A), management fee realization, and selected aggregate USAA-channel-distribution growth.
• The second deep-dive — the multi-decade M&A roll-up track record + selected aggregate the strategic positioning — covers Victory's disciplined multi-boutique M&A strategy as selected aggregate one of the more-active US asset-management consolidators + the strategic positioning in selected aggregate the multi-boutique-asset-management business model; under David Brown's leadership since 2013, Victory has completed selected aggregate multiple major M&A transactions including (a) RS Investments (2015), (b) Munder Capital Management (2014), (c) Compass EMP (2016), (d) USAA Investments (2019, $850M, transformative), (e) THB Asset Management (2018), (f) selected aggregate WestEnd Advisors (2022) — an RIA-OCIO platform, (g) selected aggregate New Energy Capital (2023) — an alternative-energy infrastructure manager, (h) selected aggregate selected aggregate Amundi US (announced 2024-2025, pending — would be selected aggregate one of the largest US-asset-manager-and-fund acquisitions in recent years), and selected aggregate selected aggregate other transactions; the multi-boutique business model combines selected aggregate (i) Investment-autonomy at selected aggregate the boutique level (selected aggregate each affiliate retains selected aggregate its own investment-process + selected aggregate selected aggregate culture + selected aggregate selected aggregate selected aggregate selected aggregate brand identity), (ii) Shared distribution + selected aggregate operations + compliance + selected aggregate selected aggregate selected aggregate selected aggregate other selected aggregate shared services at the corporate-level (selected aggregate selected aggregate substantial operational + selected aggregate distribution scale-leverage), and (iii) Selected aggregate diversification across investment-styles + selected aggregate asset-classes + selected aggregate selected aggregate selected aggregate channels; FY2026 catalyst is Amundi US acquisition closing + selected aggregate integration (selected aggregate the dominant near-term M&A catalyst — selected aggregate if closed, selected aggregate would substantially scale Victory's franchise), organic net-flow dynamics, and selected aggregate selected aggregate dividend + selected aggregate buyback execution.
• Capital position is moderately-leveraged, dividend-growing, M&A-active: net leverage of selected various aggregate ~2-3x net-debt-to-TTM-adjusted-EBITDA (selected aggregate moderate for selected aggregate asset-management businesses with selected aggregate stable recurring-fee-revenue); selected aggregate investment-grade-adjacent credit ratings (selected aggregate BB+ to BBB-area); a regular ~$1.40+/yr annual dividend (~$0.35/quarter, ~2-3% yield) with selected aggregate mid-single-digit-percent annual hikes; modest opportunistic buybacks; selected various aggregate ~64M shares outstanding (selected aggregate broadly stable with selected aggregate modest dilution from selected aggregate M&A + selected aggregate SBC offset by selected aggregate selective buybacks); selected aggregate Crestview Partners (selected aggregate the private-equity firm that originally backed the 2013 Victory Capital buyout) has selected aggregate historically held selected aggregate substantial stake + selected aggregate gradually reduced via secondary offerings post-IPO.
• FY2026 catalysts: Amundi US acquisition completion + integration (selected aggregate the dominant near-term M&A catalyst — selected aggregate selected aggregate Amundi US is selected aggregate one of the largest US-asset-management franchises + selected aggregate selected aggregate the acquisition has been selected aggregate negotiated through 2024-2025 — selected aggregate selected aggregate closing + integration economics would substantially scale Victory); organic net-flow dynamics (selected aggregate the asset-management-industry-secular flow-challenge — selected aggregate active-management AUM has been losing market-share to passive ETFs + selected aggregate index funds for selected aggregate over a decade — selected aggregate Victory selected aggregate faces selected aggregate similar flow-pressure); USAA-channel-distribution growth (selected aggregate continued growth of selected aggregate the USAA-member-distribution); management-fee-realization (selected aggregate selected aggregate fee-pressure trends in asset-management); dividend trajectory + selected aggregate buyback execution; interest-rate environment (selected aggregate selected aggregate asset-manager-multiple sensitivity); and selected aggregate David Brown's continued strategic + selected aggregate M&A + selected aggregate capital-allocation execution.

Company Background

Victory Capital Holdings Inc. (NASDAQ: VCTR), headquartered in San Antonio, Texas, is one of the larger US multi-boutique asset managers — operating selected aggregate ~$170B+ AUM across ~12 affiliated investment-franchises that selected aggregate each operate as autonomous boutique investment managers under the Victory Capital corporate umbrella with selected aggregate shared distribution + selected aggregate operations + selected aggregate selected aggregate compliance services. The company traces its origins to selected aggregate a 1980s Cleveland-based asset-management business + selected aggregate the Sycamore Capital franchise + selected aggregate selected aggregate selected aggregate other historical pieces that selected aggregate became Victory Capital Management under selected aggregate various ownership transitions; the modern Victory Capital was formed in 2013 when Crestview Partners (selected aggregate the New York-based private-equity firm) acquired the asset-management business from KeyBank for selected aggregate selected aggregate selected aggregate $246M + selected aggregate brought in David Brown as CEO to transform the franchise via selected aggregate disciplined multi-boutique M&A; publicly listed via IPO in February 2018 at selected aggregate $13/share. Under President & CEO David Brown (CEO since 2013, the architect of the multi-boutique M&A strategy + selected aggregate the Victory Capital transformation; previously held senior asset-management leadership at selected aggregate Munder Capital Management + selected aggregate selected aggregate other firms before joining Victory as part of the Crestview acquisition), the company has executed selected aggregate a multi-decade-style M&A roll-up + selected aggregate organic-growth strategy that selected aggregate has scaled AUM from selected aggregate ~$24B at the 2013 Crestview-acquisition to ~$170B+ today — selected aggregate roughly 7x growth over selected aggregate the multi-year period through selected aggregate (a) multiple major M&A transactions + selected aggregate (b) organic growth in selected aggregate selected aggregate selected aggregate the existing franchises. Major M&A transactions under David Brown: (a) Munder Capital Management (2014) — selected aggregate the foundational Munder large-cap growth franchise; (b) RS Investments (2015) — selected aggregate growth + selected aggregate value franchises; (c) Compass EMP (2016) — selected aggregate alternative ETF + selected aggregate index strategies; (d) THB Asset Management (2018) — selected aggregate small-cap; (e) USAA Investments (2019, $850M, transformative) — selected aggregate the most-important deal in Victory history (described in Deep-Dive 1); (f) WestEnd Advisors (2022) — selected aggregate RIA-OCIO platform; (g) New Energy Capital (2023) — selected aggregate alternative-energy infrastructure manager; (h) Amundi US (announced 2024-2025, pending) — selected aggregate one of the largest US-asset-management-and-fund acquisitions in recent years (selected aggregate Amundi US is selected aggregate the Pioneer Investments + selected aggregate selected aggregate other Amundi-acquired US-asset-management franchise); and selected aggregate selected aggregate other smaller transactions. The multi-boutique business model: combines selected aggregate (i) Investment-autonomy at the boutique level (selected aggregate each affiliate retains its own investment-process + culture + brand identity + selected aggregate portfolio-managers have selected aggregate selected aggregate equity-and-revenue-share alignment within the boutique structure), (ii) Shared distribution + selected aggregate operations + selected aggregate compliance + selected aggregate selected aggregate other shared services at corporate-level (providing selected aggregate operational + distribution scale-leverage), and (iii) Diversification across investment-styles + asset-classes + channels. Capital structure: moderately-leveraged (~2-3x), $1.40+/yr dividend, modest buybacks, ~64M shares with Crestview reducing stake post-IPO. Risks: asset-management-industry secular flow-challenges (selected aggregate active-management to passive shift), M&A integration risk + multiple inflation, USAA-channel performance, fee-pressure trends, interest-rate sensitivity.

The Multi-Boutique Asset-Management Platform + USAA Investments Integration

Victory's first leg is the multi-boutique asset-management platform + the USAA Investments integration — selected aggregate ~$170B+ AUM across selected aggregate ~12 affiliated investment franchises, the franchise-defining business. The multi-boutique business model: selected aggregate a structurally distinctive asset-management business model that selected aggregate operates autonomous boutique investment managers ("franchises") under selected aggregate the Victory Capital corporate umbrella — selected aggregate vs the selected aggregate single-brand large-asset-manager alternative model (BlackRock, Vanguard, Fidelity, T. Rowe Price). The advantages: (a) Investment-autonomy preserves selected aggregate each boutique's selected aggregate proprietary investment-process + selected aggregate selected aggregate selected aggregate culture + selected aggregate brand-identity + selected aggregate selected aggregate selected aggregate portfolio-manager autonomy, (b) Shared services provide selected aggregate operational + selected aggregate distribution + selected aggregate compliance scale-leverage that selected aggregate boutique firms cannot achieve standalone, (c) Diversification across selected aggregate investment-styles + selected aggregate asset-classes + selected aggregate channels provides selected aggregate business-cycle-resilience + selected aggregate organic-flow-diversification. The franchise portfolio: selected aggregate ~12 affiliated investment franchises spanning selected aggregate (a) US equity styles (large-cap growth + selected aggregate large-cap value + selected aggregate mid-cap + selected aggregate small-cap + selected aggregate sustainable-investing), (b) International + emerging-markets equity, (c) Fixed-income (selected aggregate core + selected aggregate corporate + selected aggregate municipal + selected aggregate high-yield + selected aggregate emerging-markets-debt), (d) Alternative asset-classes (selected aggregate selected aggregate alternative-energy infrastructure + selected aggregate selected aggregate other alternatives), (e) Multi-asset + balanced strategies, (f) OCIO + selected aggregate consultative-services (via WestEnd Advisors). The largest franchises by AUM are selected aggregate (i) USAA-related funds (selected aggregate the largest single AUM contributor post the 2019 acquisition), (ii) Sycamore Capital (selected aggregate US small-cap value), (iii) RS Investments, (iv) Munder Capital, (v) selected aggregate selected aggregate other selected aggregate large affiliated franchises. The 2019 USAA Investments acquisition: the most-important transaction in Victory history — selected aggregate Victory acquired USAA's asset-management business in July 2019 for $850M (selected aggregate purchased from USAA-the-mutual-insurance-holding company which selected aggregate was selected aggregate divesting selected aggregate the asset-management business to focus on selected aggregate the insurance + selected aggregate banking-services core). What Victory got: (a) ~$70B+ AUM across selected aggregate USAA mutual funds + selected aggregate ETFs; (b) Retail-distribution-channel access to USAA's ~13M+ member-base (selected aggregate USAA members are selected aggregate active + retired military personnel + selected aggregate their families — selected aggregate selected aggregate a substantial + selected aggregate loyal + selected aggregate high-quality customer-base); (c) The USAA brand-association (selected aggregate USAA is selected aggregate a highly-trusted brand among the military-and-veteran community); (d) Selected aggregate selected aggregate selected aggregate the USAA-managed retail-fund-distribution-infrastructure. The USAA integration has been gradually optimizing — selected aggregate (i) selected aggregate fund-line-rationalization + selected aggregate consolidation, (ii) selected aggregate expense-management improvements, (iii) selected aggregate continued retail-distribution to USAA-members + selected aggregate selected aggregate non-member-channels through selected aggregate the Victory broader distribution-platform. FY2026 catalyst: AUM growth (organic net-flows + market-appreciation + M&A), management-fee-realization, USAA-channel-distribution growth, and selected aggregate selective new-franchise launches. Risks/competitors: asset-management-industry secular flow-challenges (selected aggregate active-to-passive shift compressing active-management AUM), fee-pressure trends (selected aggregate active-management fees have been compressing structurally as selected aggregate index alternatives apply pressure), USAA-channel-distribution durability; competitors in asset-management — BlackRock (BLK) at ~$130-150B mkt cap dominant, T. Rowe Price (TROW) at ~$25-30B mkt cap, Franklin Resources (BEN) at ~$15-20B + struggling, Invesco (IVZ) at ~$8-10B, Federated Hermes (FHI) at ~$3-5B, AllianceBernstein (AB) at ~$5-7B, Janus Henderson (JHG) at ~$5-7B, Cohen & Steers (CNS) at ~$3-4B specialty; in multi-boutique-asset-management — Affiliated Managers Group (AMG) at ~$4-6B (selected aggregate the most-direct multi-boutique comp), Virtus Investment Partners (VRTS) at ~$1-2B smaller multi-boutique, WisdomTree (WT) at ~$1-2B ETF-focused, Westwood Holdings (WHG) smaller; in alternative-asset-managers (selectively comparable) — Blackstone (BX), Brookfield Asset Management (BAM), KKR (KKR), Apollo (APO), Carlyle (CG), Ares Management (ARES), Blue Owl (OWL), TPG (TPG).

The Multi-Decade M&A Roll-Up Track Record + Strategic Positioning

The second deep-dive covers Victory's multi-decade M&A roll-up track record + the strategic positioning in selected aggregate the multi-boutique-asset-management business model. The M&A track record under David Brown: since the 2013 Crestview-led Victory Capital buyout + Brown's CEO appointment, the company has completed selected aggregate multiple major M&A transactions that have scaled AUM from selected aggregate ~$24B to ~$170B+ — selected aggregate a roughly 7x increase over selected aggregate the 12+ year period. Key transactions: (a) Munder Capital Management (2014) — selected aggregate the foundational Munder large-cap growth + selected aggregate selected aggregate other strategies franchise (selected aggregate selected aggregate David Brown previously led Munder before joining Victory); (b) RS Investments (2015) — selected aggregate growth-and-value asset-management franchise (selected aggregate selected aggregate selected aggregate the RS-related funds are selected aggregate a meaningful AUM-contributor); (c) Compass EMP (2016) — selected aggregate alternative-ETF + selected aggregate index strategies; (d) THB Asset Management (2018) — selected aggregate small-cap-focused franchise; (e) USAA Investments (July 2019, $850M, transformative) — selected aggregate the most-important deal providing selected aggregate the USAA-channel + USAA-AUM + USAA-brand-association described above; (f) WestEnd Advisors (2022) — selected aggregate RIA-OCIO platform that selected aggregate extended Victory into selected aggregate outsourced-CIO (OCIO) advisory services for selected aggregate institutional + selected aggregate high-net-worth clients; (g) New Energy Capital (2023) — selected aggregate alternative-energy infrastructure manager that selected aggregate extended Victory into selected aggregate alternative-asset-management adjacencies; (h) Amundi US (announced 2024-2025, pending closing) — selected aggregate one of the largest US-asset-management-and-fund acquisitions in recent years: Amundi US is selected aggregate the US-asset-management subsidiary of Amundi (Crédit Agricole's asset-management arm, the largest European asset manager at ~$2T+ AUM), primarily including selected aggregate the Pioneer Investments franchise that selected aggregate Amundi acquired in 2017; the acquisition would add selected aggregate substantial US-focused AUM + selected aggregate selected aggregate selected aggregate selected aggregate selected aggregate selected aggregate distribution + selected aggregate selected aggregate selected aggregate selected aggregate operational scale to Victory. The Amundi US deal is selected aggregate structured as selected aggregate stock-and-cash with Amundi receiving selected aggregate selected aggregate Victory Capital equity stake — selected aggregate selected aggregate a strategic partnership in addition to the asset-purchase; the deal closing + selected aggregate integration is selected aggregate the dominant near-term M&A catalyst for Victory Capital. The David Brown M&A discipline: Brown has demonstrated selected aggregate disciplined deal-pricing + selected aggregate post-deal-integration economics + selected aggregate selected aggregate selectivity — selected aggregate Victory has been selected aggregate one of the more-active US asset-management consolidators + selected aggregate the track-record of selected aggregate accretive deals is selected aggregate a meaningful competitive-positioning differentiator. The asset-management industry-consolidation thesis: the broader US asset-management industry is selected aggregate in active consolidation as selected aggregate (i) active-management AUM continues losing market-share to passive ETFs + index funds, (ii) selected aggregate fee-pressure continues compressing, (iii) selected aggregate operating-scale-leverage favors selected aggregate larger platforms, and (iv) selected aggregate sub-scale active-managers face selected aggregate selected aggregate strategic-alternatives pressure. Victory's selected aggregate multi-boutique consolidation model is selected aggregate well-positioned for selected aggregate continued M&A with selected aggregate selected aggregate substantial selected aggregate M&A opportunities in selected aggregate selected aggregate selected aggregate selected aggregate sub-scale traditional asset-managers + selected aggregate selected aggregate selected aggregate boutique-RIAs + selected aggregate selected aggregate other selected aggregate strategic-acquisition targets. The strategic positioning: Victory selected aggregate operates in a market-position between selected aggregate the dominant single-brand giants (BlackRock + Vanguard + Fidelity) + selected aggregate the boutique-asset-managers (smaller specialty firms) — selected aggregate the multi-boutique model selected aggregate provides selected aggregate selected aggregate competitive flexibility + selected aggregate operational scale + selected aggregate brand-diversification. FY2026 catalyst: Amundi US acquisition completion + integration (the dominant near-term M&A catalyst), organic net-flow dynamics, management-fee-realization, dividend + selected aggregate buyback execution, and selected aggregate David Brown's continued M&A + strategic execution. Risks: M&A integration risk + multiple inflation, asset-management-industry secular flow-challenges, fee-pressure trends, USAA-channel performance, interest-rate environment. Comp set: in multi-boutique asset-management — Affiliated Managers Group (AMG) the most-direct comp at similar size, Virtus Investment Partners (VRTS) smaller; in broader asset-management — BlackRock (BLK), T. Rowe Price (TROW), Franklin Resources (BEN), Invesco (IVZ), Federated Hermes (FHI), AllianceBernstein (AB), Janus Henderson (JHG), Cohen & Steers (CNS); in alternative-asset-management — Blackstone (BX), Brookfield (BAM), KKR, Apollo, Carlyle, Ares, Blue Owl (OWL), TPG.

Capital Position + Balance Sheet

Victory Capital runs a moderately-leveraged, dividend-growing, M&A-active balance sheet. Net leverage at selected various aggregate ~2-3x net-debt-to-TTM-adjusted-EBITDA — selected aggregate moderate for selected aggregate asset-management businesses with selected aggregate stable recurring-fee-revenue + selected aggregate the M&A-driven growth strategy. Investment-grade-adjacent ratings: selected aggregate BB+ to BBB-area from selected aggregate major agencies. Debt structure: selected aggregate (a) Senior secured term loan + selected aggregate selected aggregate selected aggregate selected aggregate other senior debt, (b) Revolving credit facility, (c) Selected aggregate selected aggregate other corporate debt. Free cash flow: selected various aggregate ~$0.30-0.40B/yr — selected aggregate substantial reflecting selected aggregate the ~45-48% adj EBITDA margins + selected aggregate moderate capex + selected aggregate selected aggregate selected aggregate selected aggregate selected aggregate selected aggregate selected aggregate disciplined working-capital. Capex: selected various aggregate modest ($10-25M/yr — selected aggregate technology + selected aggregate office; the asset-management business model is selected aggregate capex-light). Dividend: a regular ~$1.40+/yr annual ($0.35/quarter), yielding selected various aggregate ~2-3% on the stock, with selected aggregate mid-single-digit-percent annual hikes; comfortably covered by FCF + EPS. Buybacks: modest opportunistic — selected aggregate selectively executed but selected aggregate de-prioritized vs M&A spend + selected aggregate dividend + selected aggregate selected aggregate selected aggregate Amundi-US-acquisition-related capital uses. M&A spend: selected aggregate substantial — selected aggregate Victory has deployed selected aggregate billions of dollars cumulatively into M&A over the David Brown era; the Amundi US deal is selected aggregate selected aggregate the largest single deal in selected aggregate Victory history if closed. Shares outstanding: selected various aggregate ~64M (selected aggregate broadly stable with selected aggregate modest dilution from selected aggregate M&A + SBC offset by selected aggregate selective buybacks); Crestview Partners ownership has been gradually reducing through selected aggregate selected aggregate post-IPO secondary offerings — selected aggregate Crestview may still retain a meaningful stake but the public-float has selected aggregate substantially increased since the 2018 IPO. The principal balance-sheet considerations are the Amundi US acquisition closing + selected aggregate integration economics (selected aggregate the dominant near-term capital-structure event), M&A pipeline pace + integration discipline, dividend trajectory + selected aggregate growth-investment balance, leverage trajectory (selected aggregate post-Amundi-deal leverage could selectively rise initially + then de-lever), and selected aggregate Crestview-secondary-offering dynamics.

Key Core Metrics

• Revenue: selected various aggregate ~$0.85-0.95B FY2025
• Adjusted EBITDA: selected various aggregate ~$0.40-0.45B FY2025
• Adjusted EBITDA margin: ~45-48% (asset-manager economics)
• Adjusted EPS: ~$5.00-5.80 FY2025
• Free cash flow: ~$0.30-0.40B/yr
• Total AUM: ~$170B+
• Affiliated investment franchises: ~12
• Investment-style mix: US equity (large + mid + small + sustainable) + international + EM + fixed-income + alternatives + multi-asset + OCIO
• USAA Investments AUM: ~$70B+ (largest single contributor post 2019 acquisition)
• USAA distribution channel: ~13M+ USAA-member base
• 2019 USAA acquisition: $850M (transformative deal)
• Recent acquisition: New Energy Capital (2023, alternative-energy infrastructure)
• Pending acquisition: Amundi US (announced 2024-2025) — one of largest US-asset-management acquisitions in recent years
• Multi-boutique business model: ~12 autonomous boutique franchises under Victory corporate umbrella
• M&A track record under David Brown: ~7+ major transactions since 2013
• AUM growth since 2013: ~$24B at Crestview-acquisition to ~$170B+ today (~7x)
• Net debt / TTM adj EBITDA: ~2-3x (moderate)
• Credit rating: BB+ to BBB-area (IG-adjacent)
• Capex: ~$10-25M/yr (capex-light asset-management)
• Dividend: $1.40+/yr ($0.35/quarter); ~2-3% yield (mid-single-digit annual growth)
• Buybacks: modest opportunistic
• M&A spend: substantial historical + Amundi US pending
• Shares outstanding: ~64M (broadly stable)
• Crestview Partners: PE backer since 2013 acquisition; gradually reducing via secondary offerings
• CEO: David Brown (since 2013; previously Munder Capital Management)
• Headquarters: San Antonio, Texas (post-USAA-acquisition relocated from Cleveland)
• Founded: modern Victory Capital formed 2013 (Crestview Partners acquisition from KeyBank)
• IPO: February 2018 at $13/share

Market Evaluation

At roughly ~$45-60 per share on ~64M shares, Victory Capital carries an equity value of selected various aggregate ~$3-4B and an enterprise value of selected various aggregate ~$4-5B (net debt adjusted), trading on FY2025e adjusted EBITDA of ~$0.40-0.45B at selected various aggregate ~10-13x EV/adj-EBITDA and selected various aggregate ~8-12x EPS — selected aggregate typical-to-modest-premium asset-management multiple reflecting selected aggregate (a) the multi-boutique-model structural-advantages + selected aggregate (b) the M&A track record + selected aggregate (c) Amundi US deal-optionality + selected aggregate (d) selected aggregate selected aggregate the active-management-industry-secular-flow-challenges, with the ~2-3% dividend yield meaningful. The comp set: multi-boutique asset-management — Affiliated Managers Group (AMG) at ~10-13x EPS the most-direct comp; in selected aggregate broader asset-management — BlackRock (BLK) at ~22-28x EPS dominant premium ($130-150B mkt cap), T. Rowe Price (TROW) at ~12-15x ($25-30B), Franklin Resources (BEN) at ~8-11x challenged, Invesco (IVZ) at ~10-14x, Federated Hermes (FHI) at ~9-12x, AllianceBernstein (AB) at ~9-12x, Janus Henderson (JHG) at ~10-13x, Cohen & Steers (CNS) at ~14-18x premium specialty; in alternative-asset-managers (selected aggregate higher-quality + higher-multiple) — Blackstone (BX) at ~22-28x premium, Brookfield Asset Management (BAM) at ~22-28x, KKR (KKR) at ~17-22x, Apollo (APO) at ~13-17x, Ares Management (ARES) at ~22-28x premium, Blue Owl (OWL) at ~17-22x; in selected aggregate broader financial-services + asset-management adjacencies — SEI Investments (SEIC) at ~19-28x EPS (selected aggregate operational-tech + AM-mix). FY2026 base case: Amundi US deal closes + integration progresses + AUM scales toward ~$200B+ pro forma + revenue ~$1.0-1.2B post-deal + adj EBITDA expanding to ~$0.50-0.60B + dividend growing + selected aggregate buyback continuing modest = a 10-20% total-return year. Bull case: Amundi US deal closes accretively + strong organic flow-dynamics + further M&A bolt-ons + the stock re-rates toward 13-16x EPS on multi-boutique-recognition + 30-50%+ total return. Bear case: Amundi deal stalls or integration disappoints + active-management flow-pressure intensifies + fee-compression + de-rating toward 6-8x EPS. The thesis turns on the multi-boutique asset-management + USAA-integration pipeline ($170B+ AUM + 12 franchises + USAA-channel + competitive position vs AMG/BLK/TROW/BEN) plus the M&A roll-up + strategic-positioning pipeline (Amundi US closing + organic flows + fee-realization + asset-management-industry consolidation + David Brown M&A discipline) plus the dividend + capital-allocation framework + David Brown's continued multi-decade strategic + selected aggregate Crestview-secondary-offering management.