The RIA M&A Landscape: Buyers, Valuations, and Deal Structures

Three separate trackers measured 2025 RIA deal activity -- and each counts a different universe, so the figures are directional, not interchangeable.

• DeVoe & Company counted 322 completed RIA transactions in 2025, up 18% from 272 in 2024 and an all-time record. The quarterly cadence: Q1 75, Q2 73, Q3 94 (single-quarter record at the time), Q4 81. DeVoe counts completed, closed RIA-only deals.
• Echelon Partners counted 466 announced wealth-management transactions (+27.3% year over year) -- a broader definition that includes wealthtech, minority investments, and broker-dealer activity. Every quarter cleared 100 deals for the first time. $1B+ AUM deals hit a record 185 transactions, up 32.1%.
• Fidelity counted 276 completed RIA transactions involving $796.4B in AUM (+18.4% in deal count). The median seller held $508M AUM. Fidelity's count skews toward custodied books and excludes most wealthtech.

Q1 2026came in at 93 deals on DeVoe's count -- a 24% year-over-year increase and tied with Q3 2025 as the most active quarter ever. Fifty-four percent of RIA leaders surveyed by DeVoe expect M&A volume to increase over the next 12 months.

The structural driver is straightforward: 77% of RIA assets are held by just 7% of firms (Cerulli), organic growth runs at roughly 3 to 4% channel wide including M&A (closer to 0 to 1.5% excluding it), and an aging owner cohort is reaching natural exit windows. PE capital continues to flow in because RIA cashflows are sticky -- Schwab's 2024 benchmarking study found 97% client retention held steady across a decade.

The median 2025 RIA transaction closed at 11.6x adjusted EBITDA, per the Advisor Growth Strategies 2026 RIA Deal Room Report -- a record, up 5% from 11.0x in 2024 and roughly 45% above the 8.0x median recorded in 2020. But the headline masks a widening spread. AGS notes verbatim that a single $500M AUM firm "can expect outcomes ranging from 9x to 15x depending on how it is positioned."

Practitioner banding by AGS partner Brandon Kawal, stated to trade press (not a verbatim AGS table):

• Sub-$500M AUM:approximately 8x to 11x adjusted EBITDA. This band shrank to 38% of 2025 sellers on DeVoe's count, down from 46% in 2024 -- structural evidence of compression at the bottom.
• $500M to $5B AUM: approximately 10x to 15x. This band grew to 51% of all 2025 sellers, with the average selling firm just above $1B AUM.
• Scaled and growing platforms ($5B+ / UHNW focus):high teens to 20x or more from financial sponsors. Cerity Partners (Warburg Pincus's $1B investment, February 2026) implied a valuation of roughly $8.5B at approximately 24x EBITDA. Treat outliers at this scale as benchmarks for what scaled platforms achieve -- not comparables for sub-$2B firms.

Two drivers explain most of the spread. First, organic growth: DeVoe estimates each sustainable 1% increase in growth rate adds roughly 7% to enterprise value. Mercer Capital puts it another way -- each point of organic growth can add up to 1.0x to the EBITDA multiple, meaning a firm growing 12% organically can carry a multiple more than twice that of a no-growth peer. Second, margin: each 1% of incremental EBITDA margin adds roughly 2.3% to valuation (DeVoe).

The spread between the highest and lowest offers on any given firm can reach 30%, driven by compensation structure, margin, and organic growth profile. That spread is the argument for running a competitive process rather than accepting the first offer.

For the detailed multiple table and how your firm's profile maps into it, see our wealth management firm EBITDA multiples guide.

PE-backed consolidators dominated 2025. Fidelity found that PE backed 88% of all RIA transactions and that 100% of its "Leading 20 Acquirers" cohort was PE-backed, with nine PE firms backing more than one top-20 acquirer. On Echelon's broader tally, financial sponsors were involved in 353 deals -- 75.8% of total 2025 activity -- when direct investments are combined with sponsor-backed platforms.

The named active consolidators and their verified financial backers as of mid-2026:

• Wealth Enhancement Group -- TA Associates (since 2019) and Onex (since August 2021). The number one acquirer in 2025 with 17 closed deals.
• Mercer Advisors -- Genstar Capital, Oak Hill Capital, and Altas Partners (majority owners). Approximately $95B AUM. 2025 was its most acquisitive year.
• Beacon Pointe -- KKR minority investment (since November 2021). Surpassed $62B AUM in February 2026.
• Captrust -- GTCR (since 2020) and Carlyle (since September 2023). Valuation above $3.7B.
• Carson Group -- Bain Capital (29% stake, approximately $1B+ valuation). Executed 19 to 21 deals in 2025.
• Mariner Wealth Advisors-- Leonard Green & Partners and Neuberger Berman (October 2024). Approximately $577B AUM.
• Cerity Partners -- Genstar and Lightyear as prior backers; Warburg Pincus led a $1B investment at an $8.5B valuation in February 2026, with management and employees purchasing an additional $500M.

Banks and broker-dealers are also active. Madison Dearborn acquired Aon's wealth unit (Wealthspire, Fiducient, Newport Private Wealth, and others) for approximately $2.7B, closing October 2025. LPL took a minority stake in Private Advisor Group (November 2025). Osaic, which acquired CW Advisors in August 2025, has been deploying CWA as a deal vehicle -- CWA acquired Rovin Capital (a fee-only RIA with $849M AUM/AUA in Lehi, UT and Mesa, AZ) on February 3, 2026, bringing CWA to 23 offices and $16B+ AUM.

Larger independent RIAs -- running bolt-on acquisitions of their own -- are the third category. On Echelon's tally, RIAs were the dominant buyer type by deal count (343 deals, 73.6%), even as PE-backed platforms supply the majority of the capital.

The buyer pool is shrinking, not growing

Despite record deal volume, DeVoe counted 22 fewer active buyers in 2025 than in 2024. First-time buyers fell to a record-low 8% of the market. The top 10 acquirers executed approximately 35% of all deals. The implication for sellers: the buyer universe is concentrating. Without a competitive process, the default outcome is a single bid from whichever consolidator approached you first.

Headline multiples can mislead if you read them without understanding how consideration is split. A 12x offer with 50% in a three-year retention earnout is materially different from a 9x all-cash deal.

The 2025 to 2026 baseline, drawn from DeVoe, AGS, and Berkshire Global Advisors data:

• Cash at close:60 to 70% of total consideration on DeVoe's baseline. PE-backed buyers have compressed this -- some are now 40 to 70% cash, down from a historical 80 to 90%.
• Rollover equity:15 to 30% is increasingly standard, per Berkshire Global Advisors. This is equity in the acquiring platform, not the seller's own book. AGS reports equity consideration averaged 29% of deals in 2025, with buyers anticipating 33% in 2026.
• Earnouts: 20 to 40% (up to approximately 50% in some PE structures), tied to AUM retention and revenue growth over one to three years.
• Principal stay requirement: selling founders typically commit to stay three to five years under a transition services or employment agreement.

The rollover equity component matters because it creates a "second bite" of the apple. A founder who rolls 20% of their proceeds into a PE-backed platform being valued at 12x today participates in the upside if that platform sells at 15x or 18x in five to seven years. This is the platform-arbitrage thesis that makes PE-backed consolidators attractive to founders who want to stay active.

The Advisers Act layer

RIA deals carry a compliance mechanic that general M&A does not. Section 205 of the Investment Advisers Act makes advisory contracts non-assignable without client consent. A change of control -- generally interpreted as a transfer of more than a 25% voting block -- constitutes an indirect assignment by operation of law.

Most deals use negative (passive) consent: clients are notified, and those who do not object within the notice window are deemed to have consented. The SEC has commented favorably on windows of 45 to 60 days. Form ADV Parts 1 and 2A must be amended promptly after closing. A chunk of the earnout is typically gated on passing this window without material client run-off -- connecting the structure of every RIA deal to the quality of client relationships built over the prior decade.

The 2026 debate in RIA M&A is now quantified. On one side: scaled, fee-only platforms with demonstrable organic growth, next-generation advisor teams, and simple investment operations command premium valuations. On the other: sub-scale, slow-growth, key-person-dependent practices face compression.

AGS identifies the premium attributes explicitly:

• Healthy organic growth (net of market).
• A clear client niche or specialty.
• An engaged next-generation advisor team with equity participation.
• Simple, scalable investment operations (fee-only books custodied at major platforms are the cleanest profile for acquirers).
• Recurring revenue exceeding 80% and advisor productivity above $1M per head (Mercer Capital).

The discount factors are the mirror image:

• Key-person risk concentrated in aging ownership.
• Flat or negative organic growth rates.
• Complex or layered investment operations.
• Client or household concentration above 5% per relationship.

Cerulli data provides the context: the channel's organic growth runs at roughly 3 to 4% including M&A, closer to 0 to 1.5% excluding it. Many lifestyle practices are growing near zero organically. If that description fits your firm, the prescription from AGS (and from us) is to fix the growth problem before going to market -- each 1% of durable organic growth is worth approximately 7% of enterprise value.

Minority recapitalizations are emerging as a third path for sub-$2B firms that want liquidity without a full sale. These structures -- which accounted for 14 to 15% of 2025 and Q1 2026 deals -- provide a partial cash-out while leaving the founder in control. They are moving down-market as PE capital looks for entry points below the $1B AUM threshold.

For a detailed discussion of what your firm's profile is worth, see our RIA sell-side advisory page.

Three data points from primary research anchor the value-driver conversation:

1. Organic growth (DeVoe): each 1% of sustained organic growth rate adds approximately 7% to enterprise value. A firm growing 5% organically net of market is worth roughly 35% more than an identical firm at 0% growth.
2. Profit margin (DeVoe): each 1% of incremental EBITDA margin adds approximately 2.3% to value. The threshold that changes buyer behavior is roughly 30% EBITDA margin -- below that, efficiency risk depresses the multiple.
3. Client retention (Schwab): top-performing RIAs held 97% client retention from 2014 through 2024 without variation. That number is what acquirers are underwriting when they model earnout scenarios. A firm with demonstrable retention above 95% commands a structurally lower earnout risk premium than a firm with undocumented or declining retention.

The secondary drivers -- custodian relationships, fee-only vs. commission mix, advisor team depth -- matter as tie-breakers once the primary metrics are clean. PE acquirers target recurring revenue above 80% and advisor productivity above $1M per head; those are screening criteria, not premium-earning attributes at that level.

A note on AUM rules of thumb: the commonly cited "2% of AUM" approximation implies roughly a 9x EBITDA multiple for a firm at 75 basis points realized fee and 30% EBITDA margin. The same rule implies an entirely different multiple for a high-fee or low-margin firm -- making it unreliable as anything more than an opening conversation placeholder. Revenue multiples (typically 2x to 4x+ of gross revenue as of 2025) share the same limitation. Use them to calibrate ballpark range; use adjusted EBITDA multiples to price a deal.

Four conclusions that follow directly from the 2025 to 2026 data:

1. The market is at peak activity, not peak access. Record volume coexists with a shrinking buyer pool. Most of that volume is being done by 10 to 15 repeat acquirers who have developed preferred deal templates. A founder who accepts the first inbound inquiry is giving up the 30% spread that a competitive process typically captures.
2. Sell now vs. scale first is a real choice only if organic growth is above channel average. If your firm is at or below 3 to 4% organic growth, the compression tier is where you land today -- and more time does not fix a growth problem without structural change. If your growth is above that threshold, scaling into the $1B+ AUM band before a sale moves you from the sub-$500M compression tier into the 51% band where multiples are higher.
3. Structure matters as much as the headline multiple. The cash-at-close percentage and the terms of the client-consent window are the two levers that convert a headline multiple into an economic outcome. Risk-adjust any offer by modeling a 15 to 20% client attrition scenario through the earnout period.
4. Minority recaps are a real option below $2B AUM. If retaining control and operational independence matters more than maximum immediate liquidity, a minority recapitalization provides partial cash-out, an institutional partner, and preserved upside -- without triggering the full client-consent process that a change of control requires.

Ad Astra Equity advises RIA owners through sell-side processes, minority recapitalizations, and pre-sale positioning. We work on a 100% success-fee basis with no upfront fees. For a confidential look at where your firm sits in this market, see our RIA sell-side advisory page.

How are RIAs valued?

Primarily on a multiple of adjusted EBITDA -- after normalizing owner compensation and removing non-recurring expenses -- and/or a discounted-cash-flow model. DeVoe's proprietary DCF model uses approximately 30,000 cells; the firm argues explicitly that a single EBITDA multiple is insufficient on its own. AUM and revenue rules of thumb are starting points only.

What multiple do RIAs sell for?

The median 2025 deal was 11.6x adjusted EBITDA (AGS 2026 RIA Deal Room Report, based on 60 closed transactions). Ranges run from high single digits for small or slow-growth firms to 20x or more for scaled, organically growing platforms. A $500M AUM firm alone can range from 9x to 15x depending on positioning.

Do clients have to consent when an RIA is sold?

Yes. Section 205 of the Investment Advisers Act makes advisory contracts non-assignable without client consent; a change of control is deemed an indirect assignment. Most deals use negative (passive) consent over a 45 to 60 day notice window. Form ADV Parts 1 and 2A must be amended promptly after closing, and earnout payments are typically conditioned on client-retention thresholds tied to that window.

How is AUM used in RIA valuation?

As a quick proxy. Roughly 2% of AUM implies a 9x EBITDA multiple for a mid-profile firm (75 bps realized fee, 30% EBITDA margin). The same rule implies wildly different multiples for other fee and margin profiles, making it unreliable across firm types. Use adjusted EBITDA as the controlling input.

Why do DeVoe, Echelon, and Fidelity report different deal counts?

Each tracker counts a different universe. DeVoe (322 in 2025) covers completed, closed RIA transactions. Echelon (466) uses a broader definition including announced deals, wealthtech, minority investments, and broker-dealer activity. Fidelity (276) covers completed transactions in its custodied universe. Use the figures directionally, not interchangeably, and note which tracker you are citing.