The headlines are real. Global M&A deal value jumped 40% in 2025, to $4.9 trillion — the second-highest year ever recorded, according to Bain & Company's Global M&A Report 2026.
But if you own a $10M–$100M revenue business and you haven't seen a flood of buyer calls, that's not surprising. The rebound was concentrated at the top: deals greater than $5 billion accounted for more than 73% of the increase in deal value. The lower middle market is a different universe from the market Bain is describing.
That said, three forces from the 2025 rebound are now filtering down — and each one matters if you're thinking about selling in the next 1–3 years.
1. The buyer-seller valuation gap is finally closing.
After three years of sellers anchored to 2021 peak multiples and buyers unwilling to meet them, Bain reports the gap is easing: valuations are ticking up and sellers are becoming more realistic. When expectations are closer, deals get done. That's a better environment to run a process than 2023 or 2024.
2. Private equity needs to move in 2026.
PE unrealized portfolio value is at record highs. Firms that held companies longer than planned are under pressure to generate exits — and to deploy the capital they raised during the downcycle. Both forces push PE activity up. More PE buyers competing for LMM targets means better pricing dynamics for sellers who run a structured process.
3. Strategic buyers are now paying for capabilities, not just cash flow.
60% of deals over $1 billion in 2025 were "scope" deals — acquisitions made to gain access to capabilities, customers, or market position. That trend is filtering down. A strategic buyer who needs your customer relationships, your certifications, your technical workforce, or your regional position will pay meaningfully more than a financial buyer who is simply buying your EBITDA.
| Buyer type | What they pay for | Multiple vs. base |
|---|---|---|
| Private equity (financial) | EBITDA, growth trajectory | Base |
| Strategic — scope acquirer | Capability, geography, customer access | +1.0–2.0x |
| Strategic — scale acquirer | Revenue or cost synergies | +0.5–1.0x |
The question worth answering before you ever sit across from a buyer: what would take a strategic acquirer 3+ years to replicate if they tried to build what you have instead of buying it?
A 15-year customer relationship. A specialized technical workforce. A regional footprint that took a decade to build. A set of certifications that takes 18 months to obtain. If the answer is something real and specific, that's the basis for a strategic premium. If the answer is unclear, your process needs to generate competition among PE buyers instead — a different strategy, but still one that produces better outcomes than a single-buyer conversation.
The 40% rebound in global M&A is a tailwind, not a guarantee. The deals that underperform are the ones where sellers enter a process without knowing which kind of buyer they're selling to and why.
Write down one sentence: "What would take a strategic acquirer 3+ years to build internally instead of buying?" Be specific — customer names, certifications, geographies, workforce depth. If you can answer it clearly, you have the basis for a strategic premium and should target both PE and strategic buyers in your process. If you can't, focus your process on generating PE competition. Either answer is useful. Not knowing is the problem.
A clear picture of your buyer universe — who would pay a strategic premium, who's purely financial, and how to structure a process that creates competition between them.
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