Buyers Are Slowing Down. Build an Agency That Pays You Either Way.

By Craig S. Cody, CPA, Certified Tax Coach.

Private equity deals for accounting firms slowed in the third quarter of 2026. That doesn't mean well-run professional services firms lost their value. It means a buyer is a market, and markets cycle. They're run by humans with deadlines of their own. If your exit plan is "a buyer will show up and we'll clean things up then," you've handed the timing of your retirement to somebody else's fund. Build the reporting and the systems now, because every one of them pays you this year, sale or no sale.

This one hits close to home. Accounting is my profession, and private equity has spent two years buying firms in it. Most firms my size are approached frequently by private equity. So when the deal count dips, I read it the way you'd read news about your own industry.

And here's the pattern I've seen in over twenty-three years of looking at agency books. The agencies that get run by the numbers are the ones prepared to sell. Even when they have no plans to sell.

What Actually Happened in the Accounting Deal Market?

Going Concern reported on October 28, 2026 that the CPA Trendlines deal tracker counted 37 private equity acquisitions of accounting firms in the U.S. and Canada in the third quarter, compared to 42 in the same quarter last year.

The tracker's explanation is worth reading slowly: buyers are "cooling as platform firms digest a two-year surge of acquisitions and the earliest investors, from three to five years ago, begin to cash out."

Two honest notes before we go further.

• It's a count, not a price. The report says nothing about valuations or multiples. Fewer deals isn't the same as cheaper deals, and I'm not going to pretend it is.
• It's a different market. Accounting firms aren't agencies. I'm using it as an analogy, not as a claim about what your agency is worth.

Why Should an Agency Owner Care About Accounting Firm Deals?

Because the buyer logic is the same. Private equity buys professional services firms for the same reasons in every niche: recurring clients, humans who deliver the work without the founder, and earnings a lender will believe.

And look at the second half of that quote. The earliest investors are starting to cash out. Every fund has its own clock, usually measured in a handful of years. The buyer who's hungry today is planning their own exit tomorrow.

That's the part most owners miss. Your exit runs on someone else's calendar. You don't control when buyers are digesting, when they're flush, or when a fund is selling instead of buying. You only control what your agency looks like when they come looking.

Is "A Buyer Will Fix It" Part of Your Plan?

Here's the trap I see. An owner knows the add-backs are messy, the founder still runs every client meeting, and nobody has looked at margin by service line in a year. And the plan is to fix all of it "before we sell."

That plan has two problems.

First, it assumes a buyer arrives on your schedule. The tracker just showed you that buyers have schedules of their own.

Second, it treats the cleanup as a cost of selling. It isn't. It's the cheapest raise you'll ever give yourself, and you're postponing it to a date you don't control.

A buyer may love your niche. A buyer still has to underwrite your earnings.

The Two-Payoff Test

Every piece of sale readiness pays twice. Once to you, now. Once to a buyer, later, if one ever shows up. If you only count the second payoff, you'll keep putting the work off.

Here are the four questions I'd ask any agency owner, with both payoffs side by side.

1. Can You Explain Adjusted EBITDA?

What a buyer does with it: traces every add-back to your monthly books and subtracts the ones that won't survive. I've written about how that works in what a quality of earnings review looks for.

What it pays you now: you know your real profit. You can't set your own pay, plan your taxes or decide on a hire using a number you don't trust. Clean earnings are a tax planning tool before they're a sale document.

2. Can Clients Stay When the Founder Stops Leading Every Meeting?

What a buyer does with it: discounts the revenue that walks out the door with you. More on that in is your agency worth anything without you.

What it pays you now: your calendar back. A vacation where the phone stays in the drawer. Room to work on the agency instead of in every account.

3. Can You Show Recurring Revenue Quality, Not Just Monthly Invoices?

What a buyer does with it: sorts your revenue into what's contracted, what repeats and what was one time, and values each differently. I broke that down in not all agency revenue is worth the same to a buyer.

What it pays you now: a cash forecast you can actually lean on. You hire, invest and take distributions with confidence instead of crossed fingers.

4. Do Your Project Margins Tell the Same Story as Your P&L?

What a buyer does with it: compares project-level margin to the P&L, and the P&L to your tax return. If the stories don't match, they ask why. That's the comparison a buyer runs in due diligence.

What it pays you now: you stop subsidizing work that loses money. You price and staff off real numbers, and you find out which clients are carrying the agency and which ones it's carrying.

Notice that every "what it pays you now" line is worth having even if you never sell. That's the point.

What If You Never Sell?

Then you still win. A sale to private equity is one door. There are others: a partner buying in, a key employee buying you out over time, a strategic buyer down the road, or simply running the agency for cash for another fifteen years.

Every one of those doors asks the same questions. Can the earnings be trusted? Do clients stay without you? Is the revenue repeatable? Does the margin hold up? Build for those answers and you keep your options open. Skip them and the only door left is the one a buyer opens, on their timing.

The best sale preparation is also better business management.

Who Is This Not For?

• Owners with a signed letter of intent. You're past this. You need a diligence plan for the next 60 to 90 days, which is a different conversation. Start with the 12 months before a sale to see what still has time to fix.
• Owners who already close the books monthly and review margin by service line. You're doing the work. Keep going.
• Anyone looking for a valuation multiple. This article doesn't give one, and the deal report behind it doesn't either.

What Can You Do This Week?

1. Write down your exit assumption. One sentence: when you expect to sell, and who you assume will buy. If you can't write it, that's useful to know too.
2. List what you're saving "for the sale." The add-backs you'd clean up, the meetings you'd hand off, the margin report you'd build.
3. Move one item to this quarter. Pick the one with the biggest payoff to you as an owner. Not the buyer. You.

What This Article Is Not About

It's not about what your agency is worth, how to negotiate a deal or the tax you'll owe when you sell the agency. Those are separate decisions, and each deserves its own look. This one is about the order of operations: build the agency for yourself first, and a buyer inherits it.

Frequently Asked Questions

Are private equity firms still buying professional services firms?

Yes. CPA Trendlines counted 37 accounting firm acquisitions in the U.S. and Canada in the third quarter of 2026, as reported by Going Concern. That's fewer than the 42 in the same quarter of 2025, but it's still an active market. What changed is the pace, not the appetite for well-run firms.

Does a slower deal market mean my agency is worth less?

Not on this evidence. The report counts deals and says nothing about prices or multiples, and it covers accounting firms, not agencies. What a slower market does change is timing. You can't count on a buyer arriving exactly when you want to leave.

When should an agency owner start preparing for a sale?

Now, even if you have no plans to sell. The work that makes an agency sellable (trustworthy earnings, clients who stay without you, repeatable revenue, accurate margins) also makes it more profitable and easier to run this year.

What do buyers look at first when they evaluate an agency?

Whether the earnings can be trusted. A buyer traces adjusted EBITDA back to the monthly books, tests the add-backs, checks how much revenue depends on the founder and on a few clients, and compares project margins to the P&L and the tax return.

What if I never plan to sell my agency?

The same work still pays. Clean books support better tax planning and better pay decisions, and they keep other exits open: a partner buy-in, an internal successor or a strategic buyer later. An owner who never sells still needs to know what the agency actually earns.

Build It for You. A Buyer Gets It Free.

Buyers come and go. The tracker just showed you that. The owners I worry about least are the ones who stopped waiting for a transaction to make them run the agency well. The numbers come first, and they pay you whether or not a buyer ever calls. You can request a free copy at the link below.

Request a free copy

And if you'd like a second set of eyes on where your numbers stand, let's talk.

Craig S. Cody is a CPA, Certified Tax Coach, and retired NYPD Lieutenant. His firm works with more than 70 marketing and advertising agency owners every month, helping them keep more of what they make through proactive tax planning.

This article is general education, not advice for your specific situation. Confirm your own facts with your advisor before acting.