Deals in the age of AI

M&A: Why Dealmakers Need Their Own AI Capability

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  • May 27, 2026

Ryan Yenulevich

Partner, PwC US

Kevin Desai

US and Mexico Deals Leader, PwC US

Bert Janssen

Principal, Deals Strategy and Value Creation, PwC US

Key takeaways:

  • Firms that don’t use AI themselves can’t credibly assess or capture AI value in target companies.
  • AI shifts deal origination from efficiency to alpha—surfacing non-obvious targets before they reach competitive processes.
  • Institutional memory built on AI compounds with every deal, giving firms a proprietary and appreciating analytical edge.
  • Real AI infrastructure requires traceability, codified workflows, and systematic validation—not just tool licenses.
  • Use case clarity, capacity to learn, and incentive alignment determine whether a firm’s AI investment delivers results.  

How PE firms and corporate acquirers can embed AI into deal origination, diligence, underwriting, and execution

Dealmakers evaluating targets on AI readiness often face an uncomfortable question: Have you done it yourself?

In our last article, we introduced an evaluation framework for assessing whether AI accelerates or erodes value in a target company. The decisive point in the framework is execution capability—whether the organization can absorb AI at the pace required. But assessing execution capability in target companies demands firsthand experience building it. The firms that embed AI into their own deal process can gain both credibility and two compounding advantages: better deal execution today and an institutional asset that sharpens with each transaction.  

The owner constraint: A firm’s lack of AI capabilities can constrain their portfolio companies

Whoever acquires a company sets the ceiling on how much AI value it can create. If you diligence AI readiness at the asset level but lack those skills within your own organization, you'll either fail to recognize the opportunity or underwrite value your firm isn't equipped to deliver.

This matters now more than it did a year ago. Given the pace of change in AI, there's no substitute for using it yourself to develop an intuition for what's achievable and the change management processes needed to sustain it. Deal teams that embed AI into their own processes—sourcing, diligence, integration planning and ongoing monitoring—build a fluency that sharpens their ability to imagine what's possible at the target level. That fluency becomes conviction: which opportunities to pursue, how aggressively to underwrite them, and where AI-driven value creation is real versus aspirational. The same holds for corporate acquirers who will recognize integration paths a less experienced buyer is likely to miss.

Many acquirers apply an AI lens to targets while their own deal teams operate with yesterday's tools. The gap between what they evaluate and what they practice is a ceiling on deal performance. For PE firms, it’s a ceiling that will increasingly show up in fundraising too, as LPs begin asking whether a team's capabilities match the value creation story it's selling. We expect LP diligence will shift from "do you have AI tools?" to "show us how AI informed a specific decision and what the outcome was." For GPs whose thesis depends on AI-driven value creation, the ability to point to their own AI-enabled workflows, and connect them to better sourcing or faster value identification, is becoming part of how their track record gets substantiated.  

From efficiency to alpha: shifting from a cost savings mindset to a value generating mindset

Many firms default to a cost savings mindset when thinking about AI in their own operations. Compress timelines. Reduce headcount. Do the same work faster and cheaper, focusing on cost savings while the platform beneath you shifts. Efficiency gains are now table stakes. The real opportunity is alpha: using AI to see what others miss, preempt deals before competitive bids, and identify value creation pathways that weren’t visible before.

We have seen these benefits in several ways.  

AI enables systematic screening across a broader universe of targets—not to look at more deals for their own sake, but to surface non-obvious opportunities before they reach a competitive process. Recent research shows us that the constraint shifts from “how many targets can we evaluate” to “which opportunities deserve conviction.” A study of over 61,000 early-stage ventures published in the January 2026 issue of International Review of Financial Analysis found that large language model-based screening operated 537 times faster than human analysts while achieving comparable categorization quality. The LLM outperformed humans on cluster separation and compactness by 70 percent. And that was using models that are already outdated.

AI enables cross-referencing of data that typically lives in separate workstreams. For example, AI allows you to quickly compare contractual price escalation terms in long-term agreements compared against actual billing data to surface whether the target company is capturing entitled price increases or leaving revenue on the table. AI can also help compare commission structures against booking patterns to reveal whether incentive plans are driving behavior that aligns with a potential target’s stated go-to-market strategy. The quality improvement comes from connections that a manual, siloed review would miss.

AI is reshaping both Investment Committee preparation and the scope of questions firms can answer during underwriting. Questions that were once too time-consuming or difficult to test are now within reach. For example, imagine putting your prior deal memos, target company information, and third-party data into one private model. You can then surface patterns and risks that would previously have been easy to miss, such as:

  • “Show me each time we saw this revenue concentration pattern in our deal history and what happened post-close.”
  • “How does this target’s hiring trajectory compare to competitors over the past 18 months?”
  • “Which assumptions in our model are more sensitive to conditions we’ve seen in analogous deals?”

These aren’t questions you’d skip because of time pressure. They’re questions that weren’t possible before.  

Some firms are leveraging AI to build network graphs internal to the fund, mapping who is connected to which targets, bankers, and operators, and measuring the strength of those connections. The result is better deal sourcing, faster relationship activation, and a proprietary information advantage that compounds over time.

The firms that treat AI as a growth lever for their own capabilities—not just a cost lever—will separate. The efficiency gains come as a byproduct. But the strategic value in these levers is the expansion of what’s possible: compressed value creation timelines, faster paths to EBITDA expansion, and the ability to navigate risk on assets that would otherwise fly under the radar.

Building an AI-centered institutional memory that compounds

Knowledge flows poorly in most deal organizations. Imagine a firm that passed on a target three years ago. The reasons for passing live in an email thread, a marked-up CIM, and a brief committee discussion. Now the company is back on the market, with a different deal team in the lead. Any prior intelligence is effectively lost.

Leading firms are building something different: permanent knowledge bases that capture prior assessments, what worked and what didn’t, which risks materialized—and make it all queryable across the entire deal history. When a deal team evaluates a target, they can leverage AI to surface patterns. How did similar revenue profile companies perform post-close? What red flags were present in similar prior deals? Which assumptions held and which didn’t? Each deal adds to the body of information, or the “corpus.” The AI’s pattern recognition improves. In turn, the firm gets smarter in a way that doesn’t depend solely on people’s memory.

Some firms are going further: reverse-engineering their own investment memos to encode their decision-making framework into AI. The questions the committee always asks. The risks the firm weights most heavily. The patterns that predicted success or failure. The result is AI calibrated to the firm’s investment philosophy—not generic analysis, but judgment shaped by every deal the firm has done. That’s institutional IP, and it appreciates with use.  

Moving from AI for AI’s sake to true AI infrastructure

Not every AI initiative delivers. Plenty of firms have purchased licenses, run pilots, and announced AI strategies without meaningfully changing how deals get done. The difference we've seen between building real capability and AI for the sake of AI is building true infrastructure. There are three areas where we've seen companies find success in making their AI programs last:

Large language models produce fluent, plausible text—and that’s precisely the problem. Without source linkage, your AI results could become a liability. Every finding needs to trace back to a source. The AI accelerates the work, but the human verifies. Without that link, you’re trusting the model’s confidence, which is a poor proxy for accuracy.

The most effective firms have mapped workflows and agents to specific tasks and have made that knowledge accessible across the organization. Each step in the process—from assessing revenue quality, to understanding customer concentration, to analyzing management agreement—has its own agent and workflow. Revenue quality assessment: this agent, these validation steps. Customer concentration risk: this workflow. Management agreement red flags: this checklist, encoded as an automated sequence. The knowledge isn’t locked in the heads of senior people who figured it out through trial and error. It’s codified, teachable, and consistently applied, retaining context, linking outputs, and carrying insights forward. The next deal starts with everything the last deal learned.

How do you know the AI is working correctly? Not from anecdotes or demos. From measurement. Did the issues AI surfaced turn out to be material? Was anything important missed? Are the workflows producing consistent, accurate outputs across different deal contexts? Without systematic evaluation, you’re flying blind—and the worst time to discover the AI is confidently wrong is on a live deal.

The people framework begins at home—with the firm

The three levers from Part 1—use case clarity, capacity to learn, and incentive alignment—apply just as directly within the firm’s own deal organization. They determine whether AI becomes part of how deals get done or if it remains a set of isolated tools and pilots.

Do deal team members know exactly how to use AI in their specific workflow? Not “we have XYZ AI tools,” but concrete guidance: which parts of screening, diligence, and memo preparation are AI-assisted and how. The firms getting value have moved beyond tool access to workflow integration—the AI is embedded in how the work actually gets done.

Building proficiency requires practicing on real work. One approach gaining traction: adding dedicated AI capacity to deal teams—a team member explicitly responsible for running AI workflows during the deal. Learning happens on live work with real stakes. There’s a cost to the team, but the benefits are real. The payoff compounds as workflows mature and the team builds experience, knowledge, and capabilities.

If performance reviews measure hours worked and decks produced, the incentives lie in a pre-AI world. If AI proficiency is visible in reviews and promotions—if the associate who surfaces a material issue using AI gets recognized the same way as one who found it through traditional review—behavior changes. Others notice.

And as with portfolio companies, this is fundamentally a leadership challenge. Without senior leaders modeling AI usage, creating space for learning, and rewarding new ways of working, the tools sit unused, the pilots don’t scale, and an AI implementation never reaches its full potential. And firms will likely continue to struggle to help their portcos build something they can’t fully achieve.

The irony is sharp. Firms that can’t solve these problems internally will struggle to credibly assess execution capability in targets as we discussed in Part 2. And they’ll struggle to help portfolio companies build it post-close. You can’t pull levers you haven’t learned to operate yourself.

Our PwC Deals perspective

Building AI capability in your own deal process isn’t optional—it’s the foundation for credibility and performance across the deal lifecycle. You can’t assess execution capability in targets if you haven’t built it yourself. You can’t help portfolio companies solve the people problem if you don't have experience with solving it yourself.

To start, PE firms should identify where they are on the AI maturity curve.

  • Stage 1 — Experimentation. Licenses bought, individual use, no owner.
    Next move: Pick two or three workflows to focus on, make AI the default in them, and assign an owner.
  • Stage 2 — Workflow integration. AI embedded in specific parts of the process (diligence, document review, sourcing screens). The work is faster but not yet smarter.
    Next move: Start building the corpus and stand up data governance before it matters.
  • Stage 3 — Institutional corpus. Private queryable knowledge base of prior deals. Codified AI agents for recurring workflows. Outputs traceable, systematically evaluated.
    Next move: Operationalize across the firm, build the LP-facing story, and extend into portco support.

 

PwC Deals has embedded AI into deal execution—workflows that analyze vast document sets and surface findings with traceable sources, executed thousands of times across deals globally. We’re building the corpus with every engagement: training our AI on proprietary deal data, refining extraction accuracy, and running systematic evaluations that measure output quality against human-reviewed findings.

Each deal makes the system sharper. The firms that build these types of capabilities will be better positioned to create value post-close—and to define the value creation roadmaps that make AI transformation concrete and accountable. But building AI capability in portfolio companies requires a different playbook. Part 4 will address that challenge.  

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