Summer is winding down and fall is showing its face. Cold mornings, the end of the blisteringly hot afternoons, a tan that is already starting to fade, and the return of fall outfits and sweater dresses and the Starbucks drinks everyone pretends not to order (maybe I'm just referring to myself).

In M&A, the change of season means something more profound. Q4 is where, in my experience, the bulk of mid-market deals get done, and where new processes launch with better reception than at any other point in the year.

I spent part of the summer fishing at my cottage with my kids and caught almost nothing. Bad technique and a general avoidance of touching fish probably explains most of it, but the small amount of reading I did afterward pointed at something else. When the water is warm, fish get lazy. They will not chase. They eat when something worth eating lands directly in front of them. They don't go searching for it.

That is close to what happens to buyers of mid-market companies in the summer. Strategics and financial buyers alike shift their patterns from July through August. People are away, decision makers are hard to assemble, and a file that needs three internal champions to move ends up waiting on all three. Advisors know this, which is why so few of us launch processes into July. A deal that lands on a distracted desk gets a polite reply and nothing after it (if anything at all).

Then the water cools.

The structural reason for Q4 gaining momentum is the calendar. Buyers have their own internal objectives to hit, and for acquisitive groups that means getting deals done, or at least committed, before the year closes. Capital approved in 2026 needs to be deployed against a 2026 decision, even where the transaction itself does not close until early 2027. For strategics, starting the year clean means having the deal wrapped as close to January as possible. The result is that buyers push harder in Q4 than at any other point in the year, and they push to close faster as it better aligns with their strategic objectives.

Fall has always been the season for bringing things in before winter, and I don't think we are as far from that instinct as we like to believe.

Underneath the structural reason there is a behavioural one, and it is better documented than most people assume. Conventional negotiating wisdom says you hide your deadline, especially from a weak position. Francesca Gino and Don Moore tested that assumption and found the opposite to be true. Negotiators who revealed their final deadlines did better, not worse, regardless of how strong their alternatives were. Related work found that moderate deadlines improved outcomes for the negotiators who were motivated to get something finished. Deadlines do not make people soft. They make people finish. Q4 hands both sides of a transaction a deadline that nobody has to manufacture, and the effect on a file that has been drifting since June is immediate.

Now the part that matters if you are the one selling.

The average mid-market deal runs roughly 120 days from LOI to close, and in Q4 that compresses because everyone on both sides wants it finished. Which means the Q4 window is not really a Q4 window. If you are not in market already, you are likely not closing this year. The sub-60-day close exists, but it is the exception, and it almost always means the buyer was already at the table before the process started. What you are doing instead is launching now, running an aggressive marketing process through September and October, and signing an LOI while buyers are still working to get transactions on the books. The close lands in Q1, at Q4 speed, with Q4 urgency behind it.

That is still the best hand available. The worst version is waiting until January, when buyers have reset their budgets, refilled their pipelines, and lost the urgency the calendar was manufacturing for them.

The fishing is on. But, it will not stay on.

If you are thinking about selling in the next twelve months, the decision that actually matters is being made in the next three weeks.

Reece Tomlinson is the Founder and CEO of RWT Capital Corp. and the Author of Uncommon Capital.

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