What to Expect from M&A in 2026 (Ep. 32)

What to Expect from M&A in 2026

Valuations are at record highs, private equity is changing the game, and deal structures look nothing like they did five years ago. In this episode of The Fine Print, David Grau Jr. digs into the real numbers from 2025 and breaks down what they mean for advisors navigating M&A in 2026.

  • RIA valuations continue climbing. Revenue multiples averaged 3.27x in 2025, with 38% of deals closing above 3.5x. EBITDA multiples have reached nearly 10x. But higher valuations are coming with different terms than the industry is used to.

 

  • Higher profits do not always mean higher multiples. Firms with 45-50% margins often get lower multiples (6-7x EBITDA) because those margins signal underinvestment. The firms earning 11-13x are the ones reinvesting in staff, capacity, and growth — even though their margins sit closer to 25-30%.

 

  • Private equity is moving downstream. PE-backed aggregators are now making offers to firms doing as little as $2 million in revenue. The typical deal structure: 40% cash at close, 30% performance-based payments (tied to 10-20% CAGR targets), and 30% rolled equity in the aggregator.

 

  • The headline multiple is not the whole story. A 12x or 13x offer from PE sounds compelling, but only about 40% arrives as cash at closing. The rolled equity may be illiquid and aggressively valued. The real question: five years post-closing, did you actually come out ahead?

 

  • Internal equity sales hit record highs. Nearly a third of all transactions in 2025 were internal fractional sales — up from single digits historically. Financing was split roughly 50/50 between seller-financed and externally financed deals.

 

  • Phantom equity is surging. Stock appreciation rights (SARs) and liquidation rights are becoming mainstream succession tools, even for firms as small as $2 million in revenue. They help attract and retain talent, seed the next generation with economic value, and make future partners more bankable when it comes time to buy in.

 

  • Compensation models are shifting. Larger advisory enterprises are moving away from grid-based payouts toward base-salary-plus-bonus structures that better fit service-oriented teams.

 

  • Deal volume is expected to rise. Elevated multiples and increased PE activity are pulling more advisors off the fence. If you are a buyer, get your house in order. If you are a seller, treat your business like a home going on the market — make sure the curb appeal is there.

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