Insurance brokerage M&A has stayed near historic highs, even while the broader dealmaking environment has cooled.
US insurance distribution saw 854 announced brokerage transactions in 2025 – a 0.8% increase from 2024 and the third-most-active year on record, according to MarshBerry data. Private capital-backed buyers accounted for nearly 71% of those deals.
It's against this brisk dealmaking activity that agency owners must weigh the benefits and trade-offs of a sale. One principal has warned that many sellers may not be asking the right questions, and urged them to look beyond headline valuations and examine where authority, client relationships and operational judgment will sit after closing.
Jerry Conrey (pictured), principal of Conrey Insurance Brokers and Risk Managers, has fielded regular approaches from private-equity-backed buyers. He said the most consequential terms may be the ones sellers assume rather than test. He considered a strategic partnership as traditional carrier access contracted during the difficult market conditions of 2020 to 2025, but ultimately kept the brokerage independent.
Conrey's firm, founded in 1969, has grown from just under $750,000 in revenue when he acquired it in 2002 to more than $4 million today. Its lower- and middle-market commercial business relies on risk management, financial analysis and data analytics.
"Ownership transfers more than equity," Conrey said. "It's not just valuation or timing; it's a transfer of judgment. You're transferring judgment away from yourself to someone else, yet you're the only person your client knows."
The transfer can leave former owners explaining why they can no longer make decisions they once handled directly, he added. Ambiguous contract language typically benefits the buyer, making it critical to identify and protect decision-making authority before a transaction is completed, especially when sellers remain associated with an agency.
One warning emerged when prospective partners touted appointments with carriers Conrey wanted to access. Calls to senior carrier executives revealed that those insurers were not appointing new agencies at the time. "They were telling me a half-truth," Conrey said. "If I hadn't been paying attention, I would have listened only to the part I wanted to hear."
He advised principals to verify whether promised appointments would actually be available to the acquired agency, then apply the same stress-testing to hiring, vendors, premium finance relationships and management processes.
Conrey said these are the questions sellers most often skip, and the ones that determine what a deal actually costs them:
Those questions, Conrey said, should also involve department managers, producers and other employees who own client relationships but may receive little or none of the sale proceeds.
Producer rights can become particularly complicated when a platform owns several agencies in the same region. A prospect or account may be assigned to another office within the group, preventing a producer from pursuing a relationship even when the producer believes their approach would better serve the client.
Conrey calls that outcome a "loss of agency," meaning decision-making moves away from the client and service provider. "They now have handcuffs when they didn't have them before," he said.
Succession deserves equal scrutiny, Conrey said. Sellers should ask what opportunities and burdens the next generation will inherit, including the platform's debt position and its implications for recruitment and replacing departing staff.
Conrey plans a different transition for his own brokerage: employee ownership, using equity to attract and retain talent and give future leaders a voice in the firm.
Despite his concerns, Conrey said he is not opposed to private equity or consolidation. Roll-ups have helped demonstrate agency value, and disciplined measurement can produce efficiencies. The danger, in his view, is treating a standardized model as the only route to scale or succession. Whatever path an owner chooses, protections must be negotiated before control changes hands.
"I also think that if you don't keep them in check, you will become the cookie cutter," Conrey warned. "And when you're the cookie cutter, you're never a unicorn."
