RIA dealmakers favor longer payouts, retention flexibility amid market volatility

Dealmakers expect longer payout windows and revenue retention flexibility to be key structuring factors for RIA M&A deals as the industry navigates tariff-driven market volatility. 

“I think where you're going to see some potential strain is around revenue retention levels, because a lot of deals are struck with making sure that clients that commit to the deal are there a year later,” said Harris Baltch, co-head of investment banking at Dynasty Financial Partners. “Unless you negotiate the ability to bank a retention measurement period for [example] an additional six months to help smooth out your ability to retain the revenue, you run the risk of losing value.”

While Dynasty hasn’t announced a new RIA deal since Mariner's January 2025 acquisition of Jenkins Wealth (a $250 million AUM firm in Denver), Baltch still projects 2025 to be a “record year” for M&A among RIAs despite recent market turbulence.

That optimism is shared by Jacqueline Martinez, managing partner at Alaris Acquisitions, which advises wealth management firms in M&A transactions. 

“It really appears like 2025 will be our best year yet. There just continues to be a lot of demand on both sides, but still very much so a seller's market even despite the market turbulence,” Martinez told InvestmentNews. “There seems to be strong interest and shouldn't really cause a hiccup in this year's M&A activity.” 

Alaris has advised on 47 M&A deals since the firm launched about three and a half years ago. Alaris most recently advised on Carson Group’s deal for the Michigan-based RIA Mommaerts Mahaney Financial Services as well as Merit’s March deal for an Idaho-based RIA. 

To avoid declining valuations for RIA sellers, Martinez anticipates buyers to be amenable to longer-payout windows to account for market volatility in Q2 as the Trump administration begins its 90-day pause of tariffs on most countries except for China. 

“Some common solutions would be to allow more time for the calculations to take place. Typically, transactions are fully paid out within two years,” Martinez explained. “But if the seller is not at the target performance level at that time period and there's been a market decrease during that period, allowing the seller to extend it maybe six months, another year.”

Firms represented by Alaris will typically have between $500 million to $2 billion in client AUM. Another way buyers are adapting is by decoupling retention calculations from market performance.

“Another factor would be to look at just the pure retention and net new assets of the clients, and ignore the market activity during that period, keeping it to things that the advisors can control,” Martinez said. “Bringing in new clients, retaining existing ones, and letting the calculations ignore the market altogether.”