Multiples are flat — so why do some sellers still get the top of the range?

This market isn't paying less. It's paying the same average — and sorting sellers harder than any market in years.

Look at the tape and you'd think nothing changed: nearly two-thirds of lower-middle-market dealmakers report multiples flat again. But underneath a flat average, the spread between prepared and unprepared sellers has widened — Axial's dealmaker survey shows buyers still stretching for quality while pricing everything else through structure: heavier earnouts, bigger escrows, tighter working-capital pegs.

The sorting happens on four checks, run early and in roughly this order:

1. Owner dependence. Can the business run, sell, and deliver without you in the room? A buyer who can't answer yes isn't buying a company — they're buying a job with key-person risk, and they price it that way.

2. Customer concentration. The most common buyer screen in the lower middle market: a single customer much above ~20% of revenue tends to move money out of the headline price and into earnout and escrow — and concentration in two or three accounts is one of the most frequent reasons funds pass early.

3. Recurring or repeat revenue — documented, not asserted. "Most of our customers come back" is a sentence. A cohort table showing repeat rates by year is a number a buyer can underwrite.

4. Clean, QoE-ready financials. In a risk-off market the seller carries the proof burden. Books that survive a quality-of-earnings review without surprises are the difference between a diligence process that builds confidence and one that renegotiates your price every week.

Here's the part most owners miss: with multiples flat, the check you take home is won or lost in structure — the peg, the escrow, the earnout terms. The four checks above are exactly what determines whether the structure works for you or against you.