Banking M&A Paradox: Data Challenges Undermine Deal Value Despite Seller Surge

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Over the past five years, a significant shift has occurred in the financial sector: the number of large community banks and credit unions exhibiting strong indicators of pressure to sell has surged from merely 10 to more than 30 institutions. Furthermore, nearly 10% of all financial institutions now display financial health suggesting a likely acquisition within the next 18 to 36 months. While this might appear to signal a booming M&A market opportunity for 2026, the reality is more complex.

A recent study by Engage fi highlights a critical paradox. While the current environment presents a rich pipeline of potential acquisition targets, some of considerable size, these financially stressed institutions often find themselves in a “running out of oxygen” situation. This means they’re unable to adequately invest in vital growth initiatives and critical technology upgrades. Larger selling institutions, in particular, introduce substantial hurdles for successful post-merger integration, with technology concerns being paramount. Therefore, in today’s M&A landscape, success isn’t about identifying targets – there are plenty. Instead, it hinges on effective post-acquisition strategies, especially concerning the meticulous handling of data, particularly core data. Let’s explore why this is the case.

A Target-Rich Environment?

The proliferation of financial institutions under significant pressure to sell is undeniable. Over the past five years, there has been consistent growth in the number of institutions with assets exceeding $1 billion showing strong acquisition indicators, including several above $10 billion, and even one surpassing $20 billion. Currently, 32 banks and credit unions fall into this high-pressure category, with financials strongly suggesting an acquisition within 18 to 36 months, based on recent regulatory data.

This trend extends to smaller institutions as well, with the segment below $1 billion also experiencing a substantial increase in potential sellers. A comprehensive analysis of 8,837 banks and credit unions revealed 865 institutions facing high pressure to sell. This includes 651 credit unions (14.7% of the 4,417 analyzed) and 214 banks (4.8% of the 4,420 analyzed).

The “pressure to sell” metric was robustly defined using five years of FDIC or NCUA data (2021 – Q3 2025), back-tested against 74 mergers announced in 2025. The model proved accurate in identifying stress signals in target institutions months before public deal announcements.

Engage fi categorized these pressures into two groups. The first, comprising 764 institutions on a “watchlist,” indicates those potentially lacking the financial capacity to simultaneously fund growth and crucial technology investments, making continued independence less appealing to their boards. The second, more urgent group consists of 101 banks and credit unions deemed “highly likely” to sell – essentially “out of oxygen.” These institutions are under such severe strain that a sale or merger is becoming unavoidable, as they can no longer maintain critical technology infrastructure, despite technology holding the very data that constitutes their franchise value.

Fundamentally, sellers’ challenges today are technology-driven, and these issues are costly to resolve. Adding to the complexity, prospective buyers are likely to encounter significant competition, driving up acquisition prices.

Heavy Buyer Competition

Despite the significant number of institutions under selling pressure (865), the M&A landscape also features a robust pool of potential acquirers. Engage fi’s analysis identifies 1,736 financial institutions as strong buyer candidates, assessed on their size and financial fortitude. These are organizations possessing the necessary balance sheet capacity and strategic alignment to actively pursue acquisitions.

Specifically, 806 credit unions are positioned as potential buyers, with 81 of these ranking in the top 10% for buyer readiness, a classification based on their impressive profitability, efficiency, net worth ratios, and consistent growth momentum. On the banking side, 930 institutions are viable buyer candidates, with 93 earning a top-decile rating for readiness. These banks boast median assets of $2.23 billion, indicating a strong capability to acquire even larger target institutions.

This dynamic creates a seller’s market, with a ratio of approximately two buyer candidates for every institution under pressure to sell. This suggests that sellers will likely encounter multiple competing bids, potentially driving up valuations.

Risks to Successful Acquisitions

The sheer volume of potential sellers, many of whom have deferred technology investments for years, introduces substantial risk to post-merger success, particularly regarding data migration. For an acquirer, failing to accurately preserve and transfer a seller’s data onto their own systems renders the acquisition almost meaningless – akin to purchasing a car without getting the keys.

The integrity of an institution’s data is fundamental; it underpins every relationship with depositors, borrowers, staff, and even the board. Crucially, it dictates an acquirer’s ability to leverage the acquired franchise’s full value across all operational areas, including payment processing, accounts payable, digital and mobile banking, and transactional records. While executives fully grasp the immense value of their data, they also understand the complexities involved when high-pressure-to-sell organizations, grappling with outdated technology, become acquisition targets. Getting data migration wrong is not an option for an acquirer.

However, the cost of getting it right can be prohibitive, potentially eroding the very economies of scale that made the acquisition attractive initially. KPMG reports a sobering statistic: many data migration projects frequently “fail to meet their timelines or are entirely aborted, often exceeding budgets by an average of $0.3 million per data set.” The emphasis here is “per data set.” Considering that a typical M&A transaction can involve “dozens of data sets,” these costs can rapidly escalate, transforming data migration into a major financial liability. Furthermore, KPMG notes that “over 40% of these projects encounter such issues.” The implication is clear: the larger the target institution, the greater the number of systems, data silos, and overall data an acquirer must integrate. This exponentially increases the complexity and cost, significantly impacting the expected benefits of the transaction.

How to Preserve Franchise Value

While intense buyer competition inevitably drives up acquisition valuations, the sheer volume of technology-challenged institutions on the market risks inflating prices beyond economically viable points. Consider the financial implications: if an institution overshoots its budget by $0.3 million for each data set, the cumulative cost for acquiring a target with “dozens” of data sets becomes staggering. Even with just 10 data sets missing their migration targets, an acquirer faces an estimated $3 million in budget overruns, excluding the significant “productivity tax” on teams tasked with manual data reconciliation. This figure also assumes the best-case scenario of only 10 data sets.

The stark reality is that the financial burden of data migrations can either obliterate deal economics, forcing acquirers to factor these hefty costs into their initial bids, or necessitate innovative strategies to drastically reduce data and system migration expenditures. The former approach, however, risks rendering an acquirer uncompetitive in a market where sellers often have multiple bidders. Thus, both the economics and practicalities of bank and credit union acquisitions underscore a singular imperative: exceptional acumen in data migration is now the paramount differentiator for buyers. It’s the key to securing deals that truly yield their intended value, accounting for all associated costs, efforts, and operational disruptions. Mastering this aspect enables institutions to effectively leverage M&A for strategic growth and enhanced organizational capabilities.

Source: thefinancialbrand.com

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