M&A Veterans Emphasize Importance of Deal Timing

There’s the old saying that timing is everything, and that seems to hold true for bank M&A.

Bank deals spiked in 2025, with 181 transactions being announced, according to data from S&P Global Market Intelligence. That was an almost 45% increase from the prior year. There are widespread expectations that the conditions will continue to be ripe for more transactions to be announced in 2026.

But buyers and sellers need to be aware that a preferred partner may be on a different time frame than them. It’s something to consider when thinking through strategic planning.

“Timing is huge,” says Jonathan Hightower, a partner at Fenimore Kay Harrison. “You may have a seller who seeks out a particular acquirer, but that ideal acquirer is in the middle of another deal, or they may be in the middle of an internal initiative. Timing is really everything to getting a deal done.”

How deals get done has shifted in recent years. Experts noted that full-blown auctions are rarer today, and instead, deals are more frequently a negotiated transaction between a buyer and a seller who know one another. Hightower attributed this to the vast consolidation of the industry over the last several decades. In 1990, there were more than 15,000 U.S. banks. That number was roughly 4,400 in 2024, according to data from the Federal Deposit Insurance Corp. Essentially, fewer banks mean fewer potential buyers and more limited marketing of a seller, Hightower says.

“A one-on-one negotiation is pretty common now,” he adds. “There is usually an alignment of vision. It doesn’t make sense anymore to cast a net of 30 or 40 potential parties as buyers.”

Jim Ryan, chairman and CEO at Old National Bancorp in Evansville, Indiana, noted this reality during a panel discussion at Bank Director’s recent Acquire or Be Acquired Conference in Phoenix. The $72.2 billion Old National has been an active acquirer for decades, including buying the $16.5 billion Bremer Financial Corp. in St. Paul, Minnesota, in 2025, and the $3.1 billion CapStar Financial Holdings in Nashville, Tennessee, in 2024. A seller knowing their preferred acquirer can make the process smoother.

“I think knowing who your preferred partners are is going to make those conversations a lot easier, and hopefully you get a chance to know each other’s culture,” he added during the conference, which drew more than 2,100 attendees this year. “You understand the strategy. You understand the temperature of the individuals involved.”

However, a more limited buyer pool could also mean that the timing of the deal becomes trickier. Both the buyer and the seller must be in a position where they aren’t distracted by other initiatives, such as a problematic loan, regulatory issues or a core conversion, and can execute on the deal.

“The timing’s got to work for both sides,” John Asbury, CEO at Atlantic Union Bankshares Corp. in Glen Allen, Virginia, said during the same session. The $37.6 billion Atlantic Union has also been an active acquirer and bolstered its size last year with its purchase of the $14.1 billion Sandy Spring Bancorp in Olney, Maryland.

Asbury noted that he was glad that auctions, which he called “weak” and “unsophisticated,” had somewhat fallen out of favor. He noted that Atlantic Union has always refused to participate in such transactions. “Part of what has worked for us is to build relationships, do negotiated transactions, and then you’re able to stand there on announcement day, shoulder to shoulder and say, ‘Honestly, this is a partnership,’” Asbury said.

However, ensuring the timing works for both the buyer and seller is easier said than done, says Greyson Tuck, president of the law firm Gerrish Smith Tuck. He notes that he has represented sellers in the past who have approached a preferred buyer, only to have the other bank indicate that they would have to get back to the seller. “Then in the not-too-distant future, you see they are a party in another transaction,” he adds. “You never know as the buyer or the seller what is going on with someone else.”

Given the increasing number of deals happening, it’s best if boards and management teams decide on their M&A strategy far in advance of trying to complete any transactions. This includes “dusting off the playbook” and talking to regulators to ensure that a potential deal would likely not hit any roadblocks, said Jacque Kruppa, a partner at Bradley Arant Boult Cummings, during a different session at the event. Having completed this prep work means that once the right partner is found then the bank is ready to move forward rather than starting flat-footed, she added.

Asbury emphasized the importance of communication about strategic plans not just with regulators but with the board members and shareholders as well. He said he “didn’t think anyone was particularly surprised” by Atlantic Union’s announcement that it would buy Sandy Spring in October 2024. He said he met with one investor who pulled out a notebook and told Asbury he had written down in 2018 that one day Atlantic Union would make this exact move.

“I often will say to our investors and the board, we’ll occasionally disappoint but we won’t surprise,” Asbury added.