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Capital Allocation, Valuation, and Market Structure: Evidence from 2022 to 2025 Transaction Data AI classification is modelled as an independent driver of EV/Revenue multiples, alongside growth and EBITDA margin. Deals are split into three groups: AI-native, AI-enabled incumbents and non-AI SaaS controls. AI-enabled incumbents are increasingly priced on forward trajectory rather than trailing financials.

Research · AI

Artificial Intelligence and Strategic M&A in 2026

Capital Allocation, Valuation, and Market Structure: Evidence from 2022 to 2025 Transaction Data

Joash BoytonFounder & Managing Director

Independent analysis and opinion. How we research

Published
Updated
Transaction window studied
2022 to 2025
Segments compared
3
Modelled deal sample
80 to 150
Multiples tested (EV/Revenue, EV/EBITDA)
2

Summary

Summary

  • AI classification is modelled as an independent driver of EV/Revenue multiples, alongside growth and EBITDA margin.
  • Deals are split into three groups: AI-native, AI-enabled incumbents and non-AI SaaS controls.
  • AI-enabled incumbents are increasingly priced on forward trajectory rather than trailing financials.
  • Non-AI SaaS faces a widening multiple gap and tougher scrutiny of growth durability.

01 · Research

Abstract

This working paper examines the influence of AI classification on valuation multiples in the technology M&A market from 2022 to 2025. The study is motivated by two simultaneous market forces: a broad-based rebound in global M&A activity following a prolonged contraction, and an unprecedented surge in AI-related capital formation.

We construct a modelled dataset of 80 to 150 transactions from publicly available sources, including SEC filings, press releases, and market data from S&P, Capital IQ, and PitchBook. Transactions are segmented into three categories: AI-native companies, AI-enabled incumbents, and non-AI SaaS controls.

The methodology employs descriptive statistics, a comparative analysis of median and mean valuation multiples (EV/Revenue and EV/EBITDA), and an OLS regression to model the effects of revenue growth rate, EBITDA margin, and AI classification on EV/Revenue multiples.

The regression is specified as:

EV/Revenue = β0 + β1(Growth) + β2(EBITDA Margin) + β3(AI Classification) + ε

Results indicate that AI classification is a statistically significant predictor of EV/Revenue multiples after controlling for growth and profitability. AI-native companies command a material premium over non-AI SaaS peers. The premium is not explained by profitability alone: AI classification is an independent and statistically significant variable.

Key Findings

  1. 01Incumbent Re-rating Is UnderwayAI-enabled incumbents, established software businesses that have integrated AI into existing products, are being valued on a forward-trajectory basis. Acquirers are pricing in anticipated margin expansion and competitive moat reinforcement, not just current financials.
  2. 02Non-AI SaaS Faces Structural Multiple CompressionAs capital concentrates in AI-classified assets, non-AI SaaS businesses face a bifurcated market. The multiple gap between AI-native and non-AI SaaS has widened consistently from 2022 to 2025 and shows no sign of reversal.
  3. 03The Rebound Is AI-DrivenThe 2024 to 2025 M&A rebound is not uniform. Deal volume and premium pricing are concentrated in AI-adjacent transactions. Non-AI SaaS deal flow has recovered more slowly, with buyers applying greater scrutiny to growth sustainability and competitive positioning.

About the Author

Joash Boyton is the Founder and Managing Director of Acquiry. He advises on buy-side and sell-side digital M&A mandates ranging from USD $1M to $500M across SaaS, fintech, payments, gaming, digital media, and blockchain. He operates across the US, UK, UAE, Singapore, and Australian markets.

View full profile at joashboyton.com (opens in a new tab)

View all research from Acquiry

02 · Research

How the three segments are defined

Classification drives the result, so the definitions matter more than the regression. We use disclosed product and revenue information, not marketing language.

SegmentDefinitionTypical evidence
AI-nativeThe core product is a model, model infrastructure or an application that does not work without it.Revenue tied to inference, training or model-led workflows; R&D weighted to ML.
AI-enabled incumbentAn established software business that has shipped AI features into an existing product with an existing customer base.AI features disclosed in filings or release notes; pricing tiers that charge for AI.
Non-AI SaaS (control)Subscription software where AI is absent or immaterial to revenue.No AI revenue line; no AI-led pricing.
Segment definitions used in the working paper

03 · Research

Reading the model

The specification tests whether AI classification still explains part of the multiple once growth and margin are held constant. If it does, the premium is not simply the market paying for faster growth.

  • Growth (β1)Revenue growth rate. Expected to be positive in every segment.
  • EBITDA margin (β2)Profitability. Its weight tends to fall as growth rises, which is common in software pricing.
  • AI classification (β3)A categorical variable for segment. A significant positive value means buyers pay for AI exposure itself.

The limits are real: disclosed deals skew large, private-company multiples are often undisclosed, and classification involves judgement. Results are directional, not a pricing table.

04 · Research

What this means for buyers and sellers

For sellers

  • Evidence beats labelsShow AI revenue, usage and retention separately. A clean AI revenue line is what moves the multiple.
  • Defend the cost baseInference and data costs compress gross margin. Show the path to margin at scale.
  • Prepare for model risk questionsBuyers will ask about dependency on third-party models and the cost of switching.

For buyers

  • Underwrite the forward caseIf you pay a forward multiple for an AI-enabled incumbent, tie part of it to an earnout on AI revenue.
  • Look at the controlsNon-AI SaaS with strong retention may now be mispriced in your favour.

05 · Research

Work with Acquiry

Acquiry runs buy-side and sell-side mandates for digital businesses. We are not limited to the sectors or markets covered here: any sector, any market, bring it to us anyway. Start a mandate (opens in a new tab).

Reference

Frequently asked questions

Do AI companies get higher acquisition multiples?

In this working paper, AI classification is a statistically significant predictor of EV/Revenue after controlling for growth and EBITDA margin. AI-native companies sit above non-AI SaaS peers on a like-for-like basis.

What counts as an AI-enabled company in M&A?

An established software business that has shipped AI features into an existing product, with evidence in filings, release notes or pricing. Marketing claims alone do not count.

Is non-AI SaaS still acquirable?

Yes. Buyers apply more scrutiny to growth durability and competitive position, but profitable, well-retained non-AI SaaS still trades, and may offer better value to buyers.

How should a seller present AI revenue?

As its own revenue line with usage, retention and gross margin shown separately, plus any dependency on third-party models.

About the analyst

Joash Boyton

Joash Boyton

Founder and Managing Director, Acquiry · Melbourne, Australia · Global coverage

Joash Boyton is the Founder and Managing Director of Acquiry, a specialist M&A advisory firm focused on the acquisition and sale of businesses. He executes buy-side and sell-side mandates from USD $1M to $500M across technology, SaaS, fintech, payments, gaming, blockchain and emerging verticals, and is not limited to them. Any sector, any market.