# Down payments, seller notes and earnouts: how the price gets paid

As of Oct 5, 2026, Succession Resource Group reports that buyers paid an average of 68% of the price in cash at closing in the 2025 deals it tracked, up from 63% in 2023.

As of: 2026-10-05
Address: https://advisoriq.com/succession/guides/how-the-price-gets-paid/

## Facts

- summary: Why the headline price is rarely the cash at closing, and how down payments, seller notes, earnouts and buyer equity work.
- key_facts: Average cash down: 63% in 2023, 65% in 2024 and 68% in 2025 in the deals SRG tracked.; Seller notes, used in 56.8% of SRG's 2024 deals, averaged 5.94 years at 4.9% interest.; 52.60% of SRG's 2024 deals included a retention clause.; Acquirer equity of 25% to 40% of the purchase price is now routine, according to Kitces.com.

## Notes

- Educational, not legal, tax or investment advice.
- Practice management content is not eligible for CFP Board CE. CFP Board plans to allow up to five hours of it per cycle once its Q4 2027 changes take effect.

## Sources

- Succession Resource Group, press release: Advisor M&A scales up: larger firms, higher multiples, more complex deals (2025 transactions), checked 2026-10-05: https://www.newswire.com/news/advisor-m-a-scales-up-larger-firms-higher-multiples-more-complex-deals
- Succession Resource Group: SRG Advisor Deal Report 2025 (2024 transactions), checked 2026-10-05: https://www.successionresource.com/blog/srg-advisor-deal-report-2025/
- Kitces.com, Richard Chen: The equity consideration trap when the acquirer is an aggregator, checked 2026-10-05: https://www.kitces.com/blog/equity-consideration-trap-acquiring-aggregator-valuation-liquidity-transfer-restrictions/
- Mercer Capital: Reconciling real-world RIA transactions with fair market value, checked 2026-10-05: https://mercercapital.com/insights/blogs/ria-valuation-insights-blog/2024/reconciling-real-world-ria-transactions-with-fair-market-value/
- FP Transitions: Components of a deal, checked 2026-10-05: https://www.fptransitions.com/blog/components-of-a-deal
- Internal Revenue Service: Topic no. 705, installment sales, checked 2026-10-05: https://www.irs.gov/taxtopics/tc705
- Succession Resource Group: Selling a book of business for financial advisors, checked 2026-10-05: https://www.successionresource.com/selling-book-of-business-for-financial-advisors/
- Mercer Capital: Earnouts that actually pay in RIA M&A, checked 2026-10-05: https://mercercapital.com/insights/blogs/ria-valuation-insights-blog/2025/earnouts-that-actually-pay-in-ria-ma/
- Kitces.com, Richard Chen: Deferred payments: retention payments, earnouts and growth targets, checked 2026-10-05: https://www.kitces.com/blog/deferred-payments-trap-seller-valuation-terms-retention-payments-earnout-cagr-target/
- Succession Resource Group: Merger or sale: finding the right path to your exit, checked 2026-10-05: https://www.successionresource.com/merger-or-sale-finding-the-right-path-to-your-exit/

## Related

- [Asset sale or equity sale: how practice deals are structured](https://advisoriq.com/succession/guides/asset-sale-vs-equity-sale/)
- [Minority stakes and outside capital](https://advisoriq.com/succession/guides/minority-stakes/)
- [How long a sale or succession takes](https://advisoriq.com/succession/guides/how-long-a-sale-takes/)
- [What buyers look at](https://advisoriq.com/succession/guides/what-buyers-look-at/)
- [Valuation estimator](https://advisoriq.com/succession/valuation/)
- [RIA deal tracker](https://advisoriq.com/succession/deals/)

## Cite as

AdvisorIQ, as of 2026-10-05. https://advisoriq.com/succession/guides/how-the-price-gets-paid/

License: https://advisoriq.com/license/