The 2025-2026 Insurance Agency M&A

Independent insurance agencies place 61.5% of all property and casualty insurance written in the United States. That figure, drawn from Big "I" 2025 market share data, represents a $1.05 trillion direct written premium market in 2024 - up 9.6% from $952 billion the prior year. The sheer scale of premiums flowing through independent channels makes every insurance agency for sale a consequential transaction.

Yet the deal environment has shifted. OPTIS Partners reports 695 M&A deals closed in 2025, down 12% from 2024. The number of unique buyers narrowed to just 96 from 152 in 2021. Fewer buyers are writing bigger checks, and the window for premium multiples is moving.

This guide serves both sides of the table. If you are an agency principal weighing an exit, you will find real transaction data, valuation multiples by tier, and a tactical playbook for maximizing proceeds. If you are a PE-backed firm, aggregator, or entrepreneurial buyer seeking an insurance book of business for sale, you will find due diligence frameworks, deal structure breakdowns, and sourcing strategies. Roughly 30,000 independent agencies under $1.25 million in revenue lack the ability to perpetuate internally. A wave of insurance agency listings is on the horizon - and both buyers and sellers need to be prepared.

Deal volume: Two data sources, one story

As of November 30, 2025, MarshBerry tracked 649 announced M&A transactions in U.S. insurance brokerage, putting deal activity on a 1.3% higher pace than the prior year, which saw 633 transactions announced through the same date. OPTIS Partners, using its own methodology, counted 695 total deals for the full year. The firm's analysts noted: "The story of 2025 is more like that of 2019 than any year since then" - citing an annual deal pace between 650 and 700 and a relatively even distribution of deals throughout the year.

Private equity-backed and hybrid firms completed between 68% and 76% of all transactions over the past four years. Risk & Insurance reports that privately owned buyers saw their share decline to 15% from 23% of deals during the same period. The capital structure behind acquisitions has fundamentally changed.

Mega-deals and market concentration

Two headline transactions reshaped the competitive in 2025. Arthur J. Gallagher closed its $2.9 billion acquisition of AssuredPartners, while Brown & Brown completed a $1.7 billion purchase of Accession Risk Management, both in August 2025. These deals signal that the largest brokerages view acquisition as their primary growth engine.

The top 10% of buyers now control 56% of all deals, up from 46% four years ago. BroadStreet Partners led all buyers with 57 to 69 transactions in 2025 (depending on the tracking source), followed by Hub International and Inszone Insurance. For anyone looking to sell an insurance agency, this concentration means your most likely buyer is already part of a well-funded platform with a repeatable acquisition playbook.

Agencies that invest in AI-powered agency efficiency and modern operations infrastructure tend to attract stronger interest from these platform buyers, who prize scalable processes over personality-dependent books.

Benchmark your agency's current value with our free agency valuation calculator before entering any conversation with a buyer or broker.

What Buyers Actually Pay: Valuation Multiples by Agency Size and Book Composition

Valuation multiples dominate every M&A conversation, yet they vary dramatically based on agency size, book composition, growth trajectory, and operational maturity. Understanding the range - and where your agency falls within it - is the difference between a fair deal and leaving money on the table.

Revenue-based vs. EBITDA-based multiples

Most insurance agency transactions price on one of two metrics:

• Revenue multiple: Total agency revenue multiplied by a factor, typically ranging from 1.5x to 3.5x depending on agency size and characteristics
• EBITDA multiple: Earnings before interest, taxes, depreciation, and amortization multiplied by a factor, ranging from 6x to 14x+ for the most attractive targets

Smaller books trade at around 6.0 to 8.0 times EBITDA, according to Insurance Journal analysis. That same source notes that few agencies today command less than two times revenue at a minimum. The floor has risen, but the ceiling has risen faster for well-run agencies with commercial lines concentration and organic growth above 5%.

Multiples by agency revenue tier

The following table reflects observed transaction ranges across 2024-2025 deal data. These are not guarantees - they represent the range that agencies with typical characteristics in each tier have commanded.

Agencies with heavy personal lines exposure typically trade at a 15-25% discount to comparable commercial lines books. The reason is straightforward: personal lines carry lower retention rates, thinner commissions, and greater exposure to carrier market exits. Agencies that have invested in AI-powered lead qualification and automated service workflows can demonstrate lower cost-to-serve ratios, which directly boosts EBITDA margins and valuation multiples.

What moves multiples higher

Sophisticated buyers evaluate far more than trailing 12-month revenue. The factors that consistently push multiples to the top of each tier include:

1. Organic growth above 5% annually - Buyers pay premium multiples for agencies growing without acquisitions because organic growth signals market demand and producer effectiveness
2. Client retention above 92% - High retention reduces post-acquisition revenue risk and justifies a lower discount rate
3. Diversified producer base - When no single producer controls more than 20% of revenue, the agency demonstrates transferability
4. Modern technology stack - Agencies using integrated AMS platforms, AMS insurance software, and automation tools signal operational maturity
5. EBITDA margins above 25% - Higher margins give buyers room to absorb integration costs while maintaining returns
6. Niche or specialty expertise - Programs business, excess and surplus lines, and industry verticals command premiums

Agency Focus predicts that the gap between agencies commanding strong multiples and those commanding weaker ones will continue to widen based on performance, risk, and transferability. Agencies that shrunk in policy count during the hard market will experience more severe revenue gaps when rates stabilize compared to agencies that maintained high policy retention.

Deal Structures: Asset Sales, Stock Sales, Earnouts, and Seller Financing

The headline multiple means nothing without understanding the deal structure behind it. A 3.0x revenue multiple paid in full at closing is fundamentally different from a 3.5x multiple with 40% tied to a three-year earnout. Smart sellers and buyers negotiate structure as aggressively as they negotiate price.

Asset sale vs. stock sale

The majority of insurance agency transactions close as asset purchases rather than stock purchases. Here is why:

• Asset sale: The buyer acquires specific assets - client lists, carrier appointments, trade names, non-compete agreements - while the seller retains the legal entity and any undisclosed liabilities. Buyers prefer this structure because it provides a step-up in tax basis and insulates them from pre-closing risks
• Stock sale: The buyer acquires the seller's entire corporate entity, including all assets and liabilities. Sellers sometimes prefer stock sales for tax advantages (capital gains treatment on the full proceeds), but buyers typically resist unless they can negotiate indemnification protections

For agencies with complex carrier contracts, state licenses in multiple jurisdictions, or significant deferred revenue positions, stock sales can simplify the transition. However, buyer resistance to inheriting unknown liabilities means stock purchases typically come with extended escrow provisions or representation and warranty insurance policies.

Earnout structures and retention clauses

Earnouts have become a standard feature in insurance agency transactions. They bridge valuation gaps between buyer and seller expectations while aligning incentives during the critical post-closing transition period. Typical earnout structures include:

• Revenue retention earnouts: Additional payments triggered if book retention exceeds a specified threshold (often 90%) over 12-36 months
• Growth earnouts: Bonus payments tied to organic growth targets, rewarding sellers who remain engaged and productive during the transition
• EBITDA earnouts: Common in larger transactions, tying additional payments to maintained or improved profitability post-closing

Agency Focus notes that agencies facing continuity issues from lost key people or lack of employees should expect sale structures that include a retention clause if they want to command a competitive multiple. Buyers view staffing stability as a critical risk factor, and agencies that have addressed employee turnover challenges with automation and virtual assistant solutions can often negotiate more favorable earnout terms.

Seller financing and equity rollovers

Two additional structural elements appear frequently in mid-market deals:

1. Seller financing: The seller agrees to finance a portion of the purchase price (typically 10-20%), receiving payments over three to seven years. This signals seller confidence in the book's durability and reduces the buyer's upfront capital requirement. Interest rates typically range from 5-8%, and the note is subordinated to senior debt
2. Equity rollover: In PE-backed transactions, sellers roll a portion of their proceeds (commonly 15-30%) into equity in the acquiring platform. This gives sellers a "second bite of the apple" when the platform eventually recapitalizes or exits. Rollover equity has generated 2x-4x returns for early-stage platform participants in multiple recent cases

The total consideration package often combines cash at closing, earnout payments, seller notes, and equity rollovers. Sellers should evaluate the present value of the entire package, discounted for risk, rather than anchoring on the headline multiple.

The Seller's Playbook: How to Prepare Your Agency for Sale

Preparing to sell an insurance agency takes 18-36 months of intentional work. Agencies that invest in pre-sale preparation consistently achieve multiples 20-40% higher than comparable agencies that come to market unprepared.

Operational and financial preparation

Start with the fundamentals. Buyers will scrutinize your financials, operations, and client data with forensic intensity during due diligence. Here is what to address before engaging a broker or responding to buyer inquiries:

• Clean up your AMS data: Ensure every policy is accurately coded by line, carrier, and expiration date. Incomplete or inconsistent data creates uncertainty that buyers price into their offer with a discount. Investing in modern AMS software pays for itself through improved data quality
• Normalize your financials: Work with an accountant familiar with insurance agency transactions to recast your profit and loss statement. Remove personal expenses, one-time costs, and above-market owner compensation to reveal true adjusted EBITDA
• Document your workflows: Buyers want evidence that the agency can operate without the owner handling daily service tasks. Agencies using AI receptionist solutions and claims automation tools demonstrate the kind of process maturity that commands premium valuations
• Secure carrier appointments: Confirm that your carrier contracts permit assignment or include change-of-control provisions that allow continuity post-sale
• Address key-person dependencies: If one or two producers control more than 40% of revenue, begin transitioning relationships and implementing team-based service models

Timing your exit

Timing a sale involves balancing market conditions with agency-specific performance metrics. Springtree Group argues that private equity dollars remain significantly invested in the independent insurance distribution system, keeping competitive tension among buyers high. With an aging ownership population and a healthy number of agencies in the system, the market has taken a competitive turn favoring sellers - for now.

Several timing indicators suggest urgency:

• Combined ratios improved to 92% for 2024, down from 96% in 2023 and 98% in 2022 - meaning carriers are more profitable and less likely to disrupt agency relationships through market exits
• Public broker stock values dropped 21.0% collectively since peaking at end of March 2025, according to MarshBerry's Broker Composite Index - potentially signaling softer acquisition appetites ahead
• Interest rates remain elevated compared to the 2020-2021 era, increasing the cost of d acquisitions and compressing what PE-backed buyers can pay

The window for peak multiples has not closed, but it has narrowed. Agencies showing strong organic growth, diversified books, and operational efficiency through tools like AI phone answering and 24/7 customer support automation will continue to command premium valuations even as the broader market cools.

Choosing how to sell: Broker, private sale, or platform listing

Sellers have three primary paths to market, each with distinct advantages and trade-offs.

Agencies above $5 million in revenue almost always benefit from engaging a specialized M&A intermediary. These firms - including MarshBerry, OPTIS Partners, Sica | Fletcher, and Reagan Consulting - maintain relationships with the most active buyers and can run competitive auction processes that drive multiple bidders. For smaller agencies, industry-specific listing platforms and direct outreach to regional aggregators can be effective alternatives.

The Buyer's Playbook: Finding and Evaluating Agencies

Whether you are a PE-backed platform executing a roll-up strategy or an entrepreneurial buyer making your first acquisition, finding the right insurance agency for sale requires systematic sourcing, rigorous due diligence, and disciplined valuation.

Where buyers find deal flow

The most active acquirers use multiple sourcing channels simultaneously:

1. Direct outreach: BroadStreet Partners, Hub International, and Inszone Insurance maintain dedicated M&A teams that proactively identify and approach target agencies. Direct outreach avoids broker fees and allows relationship-building before formal negotiations begin
2. M&A intermediaries: Specialized brokers bring vetted, marketed opportunities with organized data rooms. The trade-off is competition - expect two to six bidders in a managed auction process
3. Industry conferences and associations: Big "I" state chapter events, NetVU conferences, and carrier advisory council meetings provide opportunities to identify agencies with succession challenges
4. Carrier referrals: Regional carriers often know which agencies face perpetuation issues and can introductions
5. Online platforms: BizBuySell, insurance agency listings on specialty marketplaces, and industry association classified sections list smaller agencies

Inszone Insurance completed 42 acquisitions in 2024 with 10 more in the pipeline by year-end, setting a 2025 goal of 60-70 acquisitions. Hub International planned to partner with 60+ firms in 2024. That volume demands systematized sourcing - and today's most effective buyers use AI tools for insurance agencies to analyze target agencies' digital presence, call handling quality, and operational capabilities before making contact.

Due diligence checklist for buyers

Thorough due diligence separates profitable acquisitions from expensive mistakes. The following framework covers the critical areas buyers must evaluate.

Pay special attention to client concentration risk. If the top 10 accounts represent more than 25% of revenue, post-acquisition attrition in just two or three accounts can destroy your return model. Agencies with diversified client bases and strong customer engagement practices present significantly lower integration risk.

Financing the acquisition

Buyers fund insurance agency acquisitions through several capital sources:

• Senior bank debt: Traditional lenders will finance 50-65% of an insurance agency purchase, typically at SOFR + 250-400 basis points, with five to seven-year amortization. Lenders value the recurring revenue nature of insurance books
• SBA 7(a) loans: For acquisitions under $5 million, SBA-backed loans offer favorable terms including 10-year amortization and lower equity requirements (10-15% injection). The SBA treats insurance agencies favorably due to predictable cash flows
• Mezzanine and subordinated debt: PE-backed buyers layer mezzanine financing at higher rates (10-14%) to increase total beyond what senior lenders allow
• Seller financing: As discussed earlier, seller notes covering 10-20% of the purchase price are common and reduce upfront capital needs
• Equity capital: PE sponsors contribute equity from committed fund capital, while independent buyers use personal savings, partner contributions, or equity co-investment from family offices

The total cost of capital matters as much as the purchase price. Agencies that demonstrate strong cash flow predictability through high retention rates, automated service delivery via AI virtual receptionists, and diversified revenue streams secure more favorable financing terms for buyers - which ultimately supports higher purchase prices.

Technology's Impact on Agency Valuations

Buyers in 2025 and 2026 evaluate technology infrastructure as a core valuation driver, not a back-office afterthought. The embrace of digital platforms across the insurance industry has increased the overall market value of independent insurance agencies, according to Springtree Group's analysis. Agencies running modern operations command measurably higher multiples.

How automation affects EBITDA margins

The math is straightforward. Every dollar of cost reduction flows directly to EBITDA, and every EBITDA dollar multiplies through the valuation multiple. Consider the operational improvements that directly boost margins:

• Agencies deploying AI scheduling assistants save 10+ hours per week of administrative staff time, translating to $25,000-$40,000 in annual labor cost savings
• AI voice agents handle routine service calls - certificate requests, billing inquiries, policy change submissions - that previously consumed licensed agent time
• AI voice assistants ensure zero missed calls during business hours and after hours, capturing opportunities that walk-in-only operations lose
• Multilingual support capabilities expand the addressable market without adding bilingual staff

At a 10x EBITDA multiple, every $50,000 in margin improvement adds $500,000 to your agency's enterprise value. Sonant AI works with hundreds of insurance agencies to capture exactly this kind of operational - turning routine phone calls into qualified opportunities while reducing cost-to-serve. For agencies preparing to sell, these improvements compound: higher margins today, higher valuations tomorrow.

Technology as a buyer retention tool

Post-acquisition client retention is the single biggest risk factor buyers evaluate. Agencies that have implemented AI across their operations create client-facing service experiences that persist through ownership transitions. When clients interact with consistent, AI-powered service platforms rather than depending on a specific person to answer the phone, the risk of post-sale attrition drops significantly.

Finding and keeping talent has been the number one factor keeping many agents up at night, according to Agency Focus. Remote customer service models and AI chatbot solutions reduce dependency on individual employees - a characteristic that buyers value highly because it insulates book retention from staff turnover.

Market Outlook: What Comes Next for Insurance Agency M&A

The insurance agency M&A market entering 2026 presents a nuanced picture. Deal volume has stabilized rather than crashed. Buyer concentration continues increasing. And the spread between top-tier and average multiples keeps widening.

Forces supporting continued deal activity

Several structural factors will sustain transaction volume through 2026 and beyond:

• Aging ownership demographics: The average independent agency principal is well into their fifties, and thousands of agencies will need to find perpetuation solutions within the next decade
• PE fund deployment timelines: Billions of committed capital in insurance-focused PE funds must be deployed within fund life parameters, creating persistent buyer demand
• Carrier consolidation pressure: Carriers continue reducing agency appointment counts, making scale a survival requirement and pushing smaller agencies toward acquisition as an exit path
• Premium growth momentum: Direct written premiums grew 9.6% in 2024. Growing top-line revenue increases both agency values and buyer appetite

Headwinds that could compress valuations

Not everything points upward. Buyers should factor in several risks:

• Public broker stock values have declined 10.2% year-to-date as of late November 2025. If public market multiples continue contracting, private market valuations will follow with a lag
• Elevated interest rates increase the cost of d acquisitions, reducing the prices PE-backed buyers can offer while maintaining target returns
• Hard market rate increases have inflated agency revenues beyond organic growth, and some of that revenue may reverse when rates soften - particularly in personal lines

Agencies focused on strong organic growth strategies and efficient call management systems will weather these headwinds better than agencies riding passive rate increases. A smooth onboarding process for clients and employees also signals operational maturity that sustains valuations in a tighter market.

Strategic implications for both sides

For sellers: If you have been considering a sale, the data supports moving forward with preparation now rather than waiting. Multiples remain historically attractive, but buyer concentration means fewer competitive auctions at the lower end of the market. Agencies with clean books, strong retention, and modern operations will continue commanding premium prices. Those without these attributes will find the bid-ask spread increasingly difficult to close.

For buyers: The narrowing buyer pool creates opportunity for disciplined acquirers. As some PE platforms slow their pace - BroadStreet reduced volume by 21-23% in 2025 - smaller and mid-sized buyers can find opportunities with less competitive tension. Focus due diligence on organic growth trends and technology infrastructure rather than trailing revenue alone. The best virtual assistant technology deployed pre-acquisition can materially improve your integration timeline and retention outcomes.

Taking the Next Step

Whether you are preparing to list your agency, evaluating a potential acquisition target, or simply benchmarking where your agency stands in today's market, start with data. Use our free agency valuation calculator to get an initial estimate of your agency's value based on current market multiples and book composition.

The insurance agency M&A market rewards preparation and punishes procrastination. Sellers who invest 18-36 months in operational improvement, data cleanup, and technology adoption consistently capture 20-40% higher multiples than those who come to market reactively. Buyers who build systematic sourcing and disciplined due diligence processes outperform those chasing deal flow opportunistically.

The 695 deals that closed in 2025 each represented someone's life work changing hands. Make sure your transaction - on either side - reflects the true value of what has been built.