CPA Deal Season: Three Things Sellers Should Know Before the Clock Starts Running
There's a seasonality to CPA firm M&A that people outside the profession may not fully appreciate.
Firms can technically complete a transaction at any point in the year, but in practice, the profession's calendar matters. Tax deadlines matter. Busy season matters. Client communication matters. Employee communication matters. And nobody particularly wants to combine two accounting firms on December 29 and then figure everything else out while heading straight into tax season.
For that reason, two natural transaction windows tend to emerge:
- May through early August.
- Late October through mid-November, after the October 15 deadline
That second window is particularly important. Completing a transaction before Thanksgiving gives both parties runway to communicate with employees, clients and other stakeholders in an orderly way before year-end — and before the next busy season arrives.
So yes, CPA "deal season" is real. If you're considering selling, merging or bringing in outside capital, here are three things worth keeping in mind before the clock starts running.
1. Be Prepared Before the Buyer Asks
This one should be obvious — particularly to CPAs. And yet it isn't.
We continue to encounter firms pursuing significant transactions that don't have their own financial information organized and ready when negotiations begin.
In an ordinary year, that's management's prerogative — you decide when your internal reporting gets done. A transaction year is different. If you're going to market, you need your house in order in advance. Have your financial statements ready. Understand your revenue and your normalized earnings. Know your partner compensation, your working capital, your client concentration and your people costs. Be prepared to explain any unusual or non-recurring items.
Most importantly, don't wait until a buyer asks. If an interested party signs an NDA and requests information, you want to be able to say, "Here it is" — not "let me get back to you."
Think about the message that sends. You're not just handing over numbers; you're demonstrating the caliber of organization someone may be acquiring. Now imagine the opposite: a firm trying to sell itself in the Fall of 2026 that still can't produce complete 2025 financials. If one of our own audit or advisory clients showed up that disorganized, we'd start asking questions. Buyers will too.
A prepared seller also gains something less obvious: speed becomes optional rather than forced. You can move quickly when it serves you, and slow down when it doesn't — a far stronger position than scrambling to assemble information while a buyer's clock is already running.
2. One Buyer Is No Buyer
There's an old saying in M&A: "One buyer is no buyer." It doesn't mean a deal with a single suitor can't succeed — it means that without a competing offer to measure against, a seller has little evidence the terms on the table reflect the market.
We've seen the danger firsthand. A seller gets interest from a credible buyer. The opportunity looks attractive. Talks move quickly. The buyer asks for exclusivity, and the seller agrees.
Suddenly the seller is locked up for 60 or 90 days, the competitive process stops, and something subtle starts to happen: the seller becomes increasingly invested in completing that one deal. It's the classic sunk-cost dynamic. Time has passed. Management has spent hours answering questions. Advisors are engaged. Diligence is underway. Employees may soon need to know. Another busy season is approaching. The clock is working against the seller, and the buyer knows it.
Before exclusivity, the buyer was competing for the seller. Once exclusivity kicks in, the seller often finds itself working to preserve the deal instead.
That's exactly why competition matters. Multiple buyers create alternatives; alternatives create leverage; and leverage gives a seller the ability to say one of the most important words in any negotiation: "No."
There's an old advertising line: "When banks compete, you win." The same holds true for CPA firm M&A. When qualified buyers compete, sellers generally learn more about the market, have more real alternatives, and are better positioned to negotiate the terms that matter most — and notice I said terms, not just price. That's the third point.
3. Don't Just Compare the Offers — Study What the Buyers Are Telling You
This may be the most overlooked benefit of running a competitive process. Different buyers can look at the same firm and see entirely different things. One may put a premium on earnings. Another may question management depth. Another may see succession risk. Another may want certain partners to stay involved — but not necessarily as owners. Another may discount the seller's stated EBITDA before diligence even starts, simply because experience tells them quality-of-earnings work usually turns up adjustments.
Those differing perspectives are enormously valuable to a thoughtful seller.
A hypothetical example. Consider a firm with $2.4 million of normalized EBITDA. One sophisticated buyer bases its initial offer on only $2 million. Why? Perhaps that buyer has completed dozens of deals and expects diligence to uncover something that lowers earnings — so rather than offer a higher number now and try to re-trade later, that buyer builds in a cushion from the start. Is the buyer just conservative? Does it see a risk the seller hasn't identified? Are other buyers seeing the same issue but waiting to raise it until after exclusivity? Or is this buyer betting that certainty of closing will ultimately set it apart?
Now consider leadership. Suppose a seller expects four younger partners, with staggered exit timelines, to continue as equity owners after closing. One buyer offers two of them something less than equity. It may sting — but instead of taking offense, the seller should ask why. Is it a philosophical difference in how this buyer structures partnerships? A negotiating position? Or has the buyer spotted a gap in leadership, business development or client ownership that the seller hasn't fully reckoned with?
That information has value even if you ultimately reject the buyer's read on it. Every serious offer contains signal, if you're willing to read between the lines. Sophisticated buyers are telling you how they see your earnings, your leadership, your risk and your negotiating position. Listen carefully and respond accordingly.
Diligence should run in both directions. Sellers sometimes treat due diligence as something done to them. That's a mistake — the seller should be running diligence too, asking questions like:
- Who is this buyer?
- How have their previous transactions actually played out?
- What happened to the partners? To employees?
- How were compensation promises implemented?
- How does governance really operate post-close?
- What happened when a prior acquisition missed its projections?
- How has rollover equity performed?
- What does "autonomy" actually mean after closing?
And perhaps most importantly: does this buyer behave the same way after exclusivity as it did while competing for the deal?
It's also worth running some of the buyer's likely diligence on yourself before going to market. A sell-side quality-of-earnings analysis isn't necessary for every transaction, but understanding your own normalized earnings with the same rigor that a sophisticated buyer does can be extraordinarily valuable. Find your weaknesses before the buyer does. Understand the likely adjustments before someone uses them against you. Know where the disagreements are likely to surface before your leverage changes.
The Best Time to Create Leverage Is Before You Need It
CPA firm owners spend their careers telling clients to plan ahead. If you're considering a transaction, it's a good time to take your own advice: get your information ready, stay prepared to respond to opportunity on your own terms, create legitimate alternatives, pay attention to what competing buyers are telling you about your business, and do your own diligence before letting someone else do theirs.
Once an LOI is signed and exclusivity begins, the dynamics of a deal change. The best time to prepare for that moment is while you still have choices — and time — on your side.










