2025 felt different to me in wealth-management M&A. The market felt it was shifting from “buy lots of firms” to “prove the model works after you buy them.” To be fair, this has been the route preferred by some consolidators like Fairstone who had already honed a model (Downstream Buy Out) which has certified success for some 90+ firms.
Here are the big forces likely to make mergers an acquisitions in the financial services space, look and feel different this year (UK-led, but the themes travel).
1) Regulation moves from theory to evidence
The FCA’s multi-firm review on consolidation puts a brighter light on governance, conflicts, debt, and integration capacity inside consolidator groups. In practice, that means buyers will be more sensitive to anything that could create poor client outcomes, and sellers have throughout 2025 been asked for cleaner proof on client servicing, oversight, and post-deal plans. Although, the regulator could be relaxing their compulsion for annual revenues, the scrutiny from acquirers must continue from a risk position.
What changes in deals: more “show me” diligence on Consumer Duty outcomes, oversight frameworks, and how the buyer will actually run your book after completion. Because buyers will not want to be left with the liability of zero-to-low client service outputs.
2) Integration remains the bottleneck
There are groups still carrying partially-integrated acquisitions. They are paused on dealmaking to integrate. That continues 2025’s trend toward fewer, better, more integration-ready transactions.
What changes in deals: buyers pricing in integration effort; more conditionality tied to performance and perhaps “migration readiness” (platform, data, client comms, adviser capacity).
3) Private-equity scrutiny focus on debt + conflicts
PE backing isn’t going away, but the conversation is maturing: debt structures, ownership complexity, and in-house product incentives are now headline issues.
What changes in deals: more careful conflict management, clearer independence boundaries, and tougher questions on “why this capital structure is safe for clients.”
4) AI is less “innovation theatre” and more about driving operating leverage
Professional services and finance leaders are increasingly talking about agentic AI (automation that can run workflows end-to-end). For consolidators, that’s directly tied to making integration scalable and profitable. However, many consolidators in the UK market have not joined the AI revolution and may not until they have a handle on what AI can do.
What changes in deals: buyers pay up for firms that are data-clean, process-disciplined, and easy to standardise; they discount messy operations. Sellers may have the advantage to magnify process quality (good or bad) through AI.
5) More valuation discipline and tighter earn-outs
With uncertainty and performance dispersion, earn-outs remain a common tool—but with more attention to structure design quality to avoid future disputes.
What changes in deals: sharper definitions around recurring revenue, client retention mechanics, and what the buyer must do (or not do) post-completion to keep the earn-out “fair.”
6) Tax and personal planning becomes more central to timing
Tax changes and fiscal expectations keep influencing when owners choose to transact and how they structure proceeds.
What changes in deals: more emphasis on structure (asset/share, deferred consideration, vendor loan notes) and sequencing to manage personal outcomes.
If you’re selling in 2026, the winning angle
Position your firm as integration-ready and Duty-ready:
• clean data + MI that maps to client outcomes
• clear governance and file hygiene
• a transition plan that protects clients and protects the earn-out