M&A Fee Guide | 2024-2025

For the fourth year running, Axial partnered with Firmex and Divestopedia on the annual M&A Fee Guide, the authoritative source on M&A fees for sell-side engagements in the middle market. 

Using data gathered from a survey of mid-market dealmakers—including more than 150 Axial members—the guide highlights key points of interest regarding M&A fees across geographies and deal sizes. 

Key Highlights From This Year’s Report:

• Despite rising costs, middle-market merger advisors found it harder to raise fee levels in 2024 than they did in 2023.
• Only 30% of firms said they raised at least one type of fee last year, compared to 38% in 2023.
• Half of all firms surveyed grew their revenue last year.
• Profitability levels remained roughly the same as in last year’s survey, with 30% reporting increases.
• The average success fee increased slightly from the previous year.

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Survey Results

Below are select survey results showing year-over-year comparisons of advisors’ fee structures across retainers and success fees. See the end of this feature to download the ebook and access the full guide.

M&A Advisor Engagement Fees

Engagement fees—paid upfront or throughout the transaction process—play an essential role in how M&A advisors manage risk, allocate resources, and ensure client commitment. Most advisors kept fee structures unchanged in 2024, but modest increases are expected in 2025.

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How Firms Choose an Engagement Fee Structure

When asked how these advisors determine the structure and pricing of their engagement fees, most pointed to a common theme: managing the risk that comes with being a smaller firm reliant on the uncertainty of success-based compensation.

• To help cover operating costs. Many firms use work fees to maintain positive cash flow. “We don’t give freebies,” said Brent Holliday, CEO of Garibaldi Capital Advisors. “We are very busy in late 2024 and would not accept a zero work fee file, and likely will not in 2025.”
• To reflect the work each deal requires. “Our fees depend on the size of the client and the perceived difficulty of the transaction,” said Frederick Fink, a managing director at Newport LLC.
• To confirm the client’s commitment. “It is vital that sellers acknowledge the amount of effort and expertise that goes into a transaction,” said Andre Ulloa, managing director of M&A Healthcare Advisors. “A nominal, one-time payment provides a tangible commitment to the process.”

Success Fees

Generally, firms earn the majority of their revenue from success fees tied to the value of a closed deal. The most common structure, used by 44% of surveyed firms in 2024, is the Lehman formula, where fees decline as deal size increases.

Alternatively, the accelerator formula, where fees increase with larger deal sizes, is gaining traction—20% of firms used it in 2024, up from 16% in 2023. Flat-fee structures, where a single percentage applies regardless of deal size, were used by 26%, down from 31%.

Determining Success Fees

“I try to remain competitive in the market while pricing in a manner that rewards my firm for the value provided. I also price and select projects to maintain a fair work-life balance. We are not looking to grind ourselves to the bone.”

– Greg Desimone, Catapult Advisory Group

“The Lehman Formula is a model that we’ve been comfortable with. When we’ve attempted to move to other structures, we get more pushback on fees.”

– Michael Vann, The Vann Group

“We keep our fee structure straightforward—we only charge a standard fee upon the successful completion of a transaction. This ensures our firm remains fully aligned with our clients’ interests and accountable for delivering results. The only exception to this structure would be for clients requiring extensive business consulting services beyond exit negotiation and closing support.”

– Joe Bieshelt, Venture North Group

Download The 2025 M&A Fee Guide