Mergers & Acquisitions in 2026: Why the reluctant seller will have a greater impact on the M&A market than any cycle.
The M&A market has traditionally been described in cycles: buyer’s markets, seller’s markets, boom phases, and corrections. A review of 2023, 2024, and 2025, however, shows that this model falls short when applied to 2026. What is emerging is not a conventional cycle shift, but a structural and psychological turning point on the sell side.
The defining figure of this market is no longer the aggressive buyer, but the hesitant seller—the reluctant seller.
- 2023 was a year of exceptional conditions. High valuations, ample liquidity, and a broadly positive market environment led many entrepreneurs—particularly in the mid-market—to seriously consider selling. Yet transactions often did not materialize. Favorable market conditions created expectations rather than a willingness to close. Added to this was the hope that the environment would persist or even improve. Strategic uncertainties following the pandemic reinforced the tendency to prepare decisions without ultimately committing to them.
- 2024 and 2025 became years of waiting. Multiple uncertainties converged: unresolved geopolitical conflicts, political direction risks, high interest rates, and volatile valuation behavior all made planning transactions harder. Many owners deliberately chose to defer decisions to avoid irreversible commitments in an unstable environment. Hope replaced clarity—and in doing so, created fertile ground for the emergence of the “reluctant seller.”
Why companies still come to market during this phase can only be understood by distinguishing between external triggers and internal readiness. Often, it is the absence of succession solutions, rising liquidity needs, or the economic reality of higher capital costs and growing complexity that initiates a sale process. Many of these companies are neither weak nor distressed. They are profitable, well-positioned, and culturally stable. What is missing is not performance, but a compelling answer to the future—and the willingness to carry that future alone.
The reluctant seller does not sell out of opportunism, but out of necessity. And that is precisely what makes them demanding. Their primary struggle is not with price, but with questions of control, responsibility, and identity. What will the company look like in five or ten years? What role can—and does—the owner want to play at that point? This uncertainty permeates every transaction and fundamentally alters traditional M&A logic.
The classic “clean exit” is losing relevance. Full cash exits are emotionally and strategically difficult for many owners to envision. Instead, hybrid structures are emerging: rollover equity, earn-outs, advisory board roles. These are not merely negotiation tactics, but expressions of an internal tension between the need for security and the desire to participate in future development.
How Buyers Can Identify a Reluctant Seller
For buyers, early identification of hesitant sellers is critical. Typical signals include:
- Unclear end goals: The seller speaks about selling, but not about life after the sale.
- Ambivalent negotiation logic: Price expectations are high, yet emotional arguments around culture, employees, or legacy dominate.
- Structural preferences over closing focus: Earn-outs, rollovers, advisory roles—often not as tactics, but as internal reassurance.
- Delays without substantive reasons: Processes are prepared, but decisions are repeatedly postponed.
- Strong personal involvement: The owner remains deeply involved in all details—even where delegation would be possible.
Reluctant sellers are not negotiating against the buyer; they are dealing with themselves.
For buyers—particularly CEOs—this seller reality fundamentally changes the demands placed on M&A. Price remains relevant, but it is no longer the dominant decision criterion. Reluctant sellers do not choose the highest bidder; they choose the most credible one—the party with a clear vision of what the company should become, and the ability to communicate that vision convincingly.
This brings to the forefront a factor often underestimated in M&A processes: eloquent, consistent communication personally carried by the CEO. Not sporadically, but throughout all phases—from the first informal conversation, through deal structuring, and deep into integration. For the seller, this communication is a signal. It reveals whether the deal is conceived purely financially or strategically; whether it is about control or development; whether responsibility is assumed—not only contractually, but also in dialogue.
This leadership responsibility does not end on the sell side. Equally critical is securing buy-in from one’s own management team. M&A in 2026 is too complex to be pursued either against or alongside the leadership team. Especially in times of high uncertainty, internal resistance emerges quickly: fear of loss of power, of additional workload, or of cultural disruption. These concerns are not resolved through numbers or presentations, but through posture and language. The CEO must be able to explain the strategic rationale of the transaction—not once, but repeatedly, adapted to phase and context.
Eloquent communication is therefore not a “soft skill,” but a hard success factor. It creates orientation where classical predictability is lacking. It translates strategy into meaning. And it determines whether M&A is understood as a shared future project—or as a disruption of the status quo. This capability becomes a core competence. On the sell side, too, management teams need to be convinced—not with promises, but with coherent logic and credible presence. Those who delegate or evade at this stage lose trust—often irreversibly.
M&A thus becomes less a financial or structural exercise and more a leadership challenge. It is not primarily about multiples, but about purpose. Not about speed, but about clarity. Not about the perfect deal, but about a shared vision of the future.
2026 is unlikely to be the year with the highest transaction volume, but according to the latest KPMG report, momentum is building. It may become the year of better decisions—for those CEOs who are prepared to understand M&A for what it increasingly is: a question of leadership, language, and trust—long before contracts are signed.