M&A activity snapshot
Private equity has reshaped the top of the U.S. accounting market in five years. Since 2021, when EisnerAmper first made a deal with TowerBrook Capital, PE funds have taken ownership of around 24 of the top 100 CPA firms in the US, including at least 10 of the top 30. Deal flow is now moving down-market through add-ons: the CPA Trendlines tracker counted 22 PE-backed transactions in 2023, 65 in 2024 and 104 in 2025.
The roll-up engine is accelerating. IFAC's global study found that in 2025 each direct PE investment resulted in 7.6 additional transactions, a "consolidation index" that has increased four-fold since 2021. For an owner of a $2M-$20M firm, that means the most likely buyer is no longer only a larger regional firm; it is often a PE-backed platform executing its tenth or fifteenth add-on.
Trackers count differently, so treat any single annual deal number as directional rather than a census. IFAC counts global transactions, including add-ons, while CPA Trendlines tracks U.S. PE-backed deals.
Who is buying
PE-backed platforms. Named platform investments include Baker Tilly with Hellman & Friedman and Valeas Capital Partners in February 2024, described at the time as the largest private equity investment in the US CPA sector to date, and Aprio with Charlesbank Capital Partners in July 2024. These platforms buy smaller firms to add geography, industry niches and partner capacity.
Sponsors new to the category. The same tracker reports that 52 distinct private equity sponsors have executed accounting transactions since 2024, so the buyer pool is not limited to the handful of headline names.
Secondary buyers. The first generation of PE owners is starting to exit to the next. Citrin Cooperman moved from New Mountain Capital to Blackstone in January 2025, and Schellman moved from Lightyear Capital to Goldman Sachs Alternatives in 2026.
Traditional merger partners and internal successors still close many small-firm transitions, typically paying out over several years based on client retention (see Valuation below).
What buyers look for
Buyers underwrite accounting firms on recurring, non-audit revenue and on whether clients and staff stay after the owner steps back. Audit is not required: IFAC found that more than half of total private equity transactions don't involve accounting firms that offer audit/assurance services.
Client accounting and advisory services (CAS) are the growth line buyers ask about first. In the AICPA and CPA.com benchmark, CAS practices reported a median growth rate of 17%, with median net client fees per professional rising to $156,250. Monthly CAS engagements turn a seasonal tax practice into subscription-like revenue.
The ownership rules also shape diligence. A buyer has to confirm that the target can be split cleanly into an attest firm and an advisory company, and that its state board's ownership requirements will be met after closing (see the regulatory note below).
What makes a strong company
Firms that attract several bidders typically show:
- Revenue growth at or above peers. Rosenberg's 2025 survey of multi-owner firms reported revenue up 7.9% from the prior year.
- Partner economics a buyer can underwrite: the same survey put average income per partner at $615k.
- Staff who stay. Rosenberg reported staff turnover at 11%, down from 19% in 2022.
- A growing share of fixed-fee or monthly CAS revenue rather than hourly, once-a-year tax work.
- A bench of managers who can take over client relationships. Buyers know that replacing a retiring partner from outside is getting harder as the CPA pipeline shrinks (see Outlook).
Regulatory note. The Uniform Accountancy Act, the model law most states follow, requires that a simple majority of the ownership of the firm, in terms of financial interests and voting rights, belongs to holders of a certificate. Under an alternative practice structure, the attest firm provides the audit and assurance services and stays CPA-owned, while the non-attest entity, which may be owned by PE, provides tax, consulting and advisory services. The AICPA proposed code-of-conduct changes for firms in alternative practice structures in December 2025, so independence rules for these structures are still moving.
Valuation and deal structure
There is no reliable published EBITDA multiple series for lower-middle-market CPA firms. The public data points sit at the extremes:
- Top-25 firms. Blackstone reportedly bought Citrin Cooperman at a value of more than $2bn and around 15x EBITDA; New Mountain had acquired it in 2021 at 11x EBITDA. Those figures come from press reports; the parties did not disclose terms.
- Small practices. The Journal of Accountancy reported in 2014 that revenue multiples today tend to range from 0.75 to 1.2, paid over about five years based on client retention. That data is more than ten years old and predates PE entry; treat it as a floor reference, not a current price.
- Internal succession. Firms valuing a retiring partner's stake used an average multiple of 76.9% of revenue in the 2025 Rosenberg Survey. PE offers are typically compared against this internal buyout value.
PE platform deals usually pay partners partly in cash and partly in equity of the platform's advisory company, with the attest firm kept separate. Exact cash/equity splits are rarely disclosed, so owners should not assume a standard ratio.
For a quick, data-based range on your own firm, use the Axia valuation tool and the accounting-firm owner guide.
Outlook
Expect continued add-on volume through 2027. Platforms that raised capital since 2021 are still buying, and early investors are now exiting. One advisor quoted by CFO Brew expects more flips in 2027 than 2026, and a lot more in 2028. Sponsors buying at secondary prices need add-ons to grow into their valuations.
The talent squeeze keeps pressure on smaller owners to sell. New CPA exam candidates fell from 42,626 in 2023 to 28,082 in 2024, although the same report notes accounting enrollment rose in spring 2025. The open regulatory question is the AICPA's independence guidance for alternative practice structures. A tighter final rule could change how platforms structure the attest side of new deals.
Part of Professional Services M&A. See also: how buyers build a target list in a fragmented vertical.