Hampleton Partners Report: Deal structure becomes the real negotiation as buyers price AI risk into IT & Business Services M&A
The latest IT & Business Services M&A report from Hampleton Partners, the international M&A and corporate finance advisory firm for software and technology companies, shows a market that has grown more discerning without growing less active. Dealmaking has eased from its early-2025 highs, yet activity remains well ahead of the low point seen in 2024, and buyer confidence in the strongest assets continues to build.
Rather than a retreat from sellers, the report identifies a more consequential shift one layer beneath valuation: how consideration is structured. The earnout has returned in force, with acquirers increasingly willing to meet a seller’s asking price, but only by deferring a meaningful share of it against future performance. All-cash structures have become noticeably less common, with the difference absorbed by management rollover and hybrid cash-and-stock arrangements.
Konstantin Kastius, Managing Director at Hampleton Partners, said: “A rising earnout is buyer conviction, inverted. When an acquirer ties a slice of the price to next year's targets, targets that assume the business keeps growing, it is making the seller prove the growth plan works before paying in full for it. In a sector where agentic AI has made every recurring-revenue projection harder to underwrite, that hesitation now travels straight into the term sheet.”
AI sorts the sector by one question: does the revenue recur, or must it be rewon
The report finds that buyers have stopped paying for the AI story and are asking a sharper question instead: does AI make a business more valuable, or merely more replaceable. Contracted, defensible work is being rewarded while project-based delivery is discounted, and the divide is visible at subsector level: IT Outsourced Services has re-rated hardest on the back of defensible, contracted cash flow, while Integration Services, exposed to project-by-project work that must be rewon with each engagement, has fallen furthest behind.
Commenting on this divergence, Konstantin Kastius said: “Assets that can prove their revenue is contracted and their delivery model survives AI rather than merely uses it are commanding the scarcity premium a cautious market reserves for the businesses it trusts.”
Buyers stay close to home
Cross-border dealmaking has cooled, with acquirers concentrating closer to home rather than reaching across borders as readily as they once did. Within Europe, the same instinct is visible in the DACH region, long a reliable engine of the sector’s mid-market activity. The report attributes this pattern to tariff uncertainty and tighter foreign-investment screening rather than any loss of appetite.
Top IT & Business Services acquirers – past 30 months
Accenture, The 20 MSP and Evergreen Services Group lead the field as the most prolific IT & Business Services acquirers over the past 30 months.
Accenture, including IT Soft USA (industrial digital transformation services), Whalar (digital marketing services), and Keepler Data Tech (data & AI consulting services)
The 20 MSP, including MashGrape Technologies (managed IT & support services), Northwest Computer Solutions (managed IT & cybersecurity services), and Assured Technology Solutions (managed IT & cybersecurity services)
Evergreen Services Group, including LAN Solutions Corp. (managed IT services), Corporate Networks Inc (managed IT services), and The ITeam (managed IT services)
Report available for download
Download the full Hampleton Partners IT & Business Services M&A Market Report 2H2026, which explores key industry trends and transaction case studies within the three main subsectors: Tech Services & Support, IT Outsourced Services, and Integration Services.
Note to editors
Hampleton Partners’ M&A Market Reports are compiled using data and information from 451 Research, Capital IQ, CB Insights, Gartner, IDC and more.
About Hampleton Partners
Hampleton Partners advises owners of software and technology companies on M&A transactions and growth financing with strategic buyers or financial investors. Hampleton’s experienced dealmakers have advised hundreds of tech industry shareholders to date, providing hands-on expertise and targeted advice to entrepreneurs looking to sell, partially retire, or accelerate their growth.
With offices across Europe, and partners in North America and East Asia, Hampleton offers a global perspective with industry expertise in Enterprise Software, Digital Commerce, IT & Business Services, Artificial Intelligence, Autotech & Mobility, Cybersecurity, Fintech, Healthtech, Supply Chain Management, HR Tech, and Insurtech.
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