Do you need an investment banker to sell your startup?

It is easy to say "an investment banker finds you a buyer." The filings for a real sale show more precisely what that means.

In July 2025, Olo, a listed software platform for restaurants, agreed to be bought by the investment firm Thoma Bravo for $10.25 a share in cash, valuing the company at about $2.0 billion. The price was a 65% premium to Olo's share price before press reports of a possible sale (Olo, press release, 3 July 2025). The deal closed on 12 September 2025 (Olo, Form 8-K, 12 September 2025). The proxy statement sent to shareholders includes a detailed account of how the sale came about (Olo, proxy statement, filed 8 August 2025).

Olo is far larger than most readers' companies, it was listed, and its board had legal duties to shareholders that a private founder doesn't have. So I don't offer it as a model for your sale. I use it because it is one of the few cases where the advisor's role is written down.

It interviewed several. On 13 February 2025 the board heard presentations from Goldman Sachs and two other possible financial advisors. Between 14 February and 7 March, board members negotiated the terms and fees of an engagement with all three. On 23 March, Olo signed with Goldman Sachs. A law firm, Goodwin Procter, advised the board separately on its legal duties and on the contract (same proxy statement).

Two details stand out. The board formed a committee of directors to oversee the process. And Goldman sent a "relationship disclosure letter" before the engagement, which the board reviewed.

According to the proxy, after the committee set the process in motion on 24 March, Goldman Sachs:

• Contacted 36 possible buyers, 19 operating companies and 17 investment firms, and handled six more who approached Olo on their own. Of the 42 that took part, 36 had introductory meetings with Goldman and Olo's management, and 30 signed confidentiality agreements.
• Ran the timetable in phases. On 2 May it sent a written process letter to 21 parties asking for first offers by 23 May. On 9 June it sent a second letter to the four still engaged, asking for final proposals by 1 July.
• Kept the field level. When one bidder asked to bring in a lender, the board agreed to let all bidders do so, on the same conditions.
• Carried the price talks. On 1 July Thoma Bravo offered $10.00 a share. On 2 July it raised that to $10.05, in a call to Goldman. After the board met, its chairman countered directly, and Thoma Bravo moved to $10.25.

The lawyers drafted and negotiated the merger agreement. Management, not the banker, ran the meetings with buyers and the diligence.

Four made first offers on 23 May, at $8.50 to $9.50 a share in cash, or $11.50 in a mix of cash and stock. Before that, 13 operating companies and four investment firms had formally passed. The proxy records the board's discussion of why: an operating company would have needed to raise a lot of capital to offer compelling value, and some saw Olo as not a strategic fit at that time.

One bidder made the highest headline offer. On 1 July it proposed $12.00 a share, but only 36% in cash and the rest in its own shares, and it needed financing and its own shareholders' approval. Goldman walked the board through the risks: the bidder's share price could fall after the announcement, it would be heavily in debt, and the combined company might not reach the growth it expected. The board went with the all-cash $10.25 (same proxy statement).

I would draw two lessons, and both are my reading, not the filing's. One: widening the field is the main thing a process buys. Two: the highest number is not always the best offer, and weighing that is a large part of the work. For how to build the buyer list yourself, see How to find potential acquirers for your SaaS company.

The proxy says Olo's engagement letter with Goldman Sachs provides a fee "estimated, based on the information available as of the date of announcement, at approximately $11-14 million." Of that, $3 million was payable on announcement and the rest only if the deal closes. Olo also agreed to reimburse expenses and to indemnify Goldman against certain liabilities (same proxy statement).

Against a $2.0 billion equity value, $11 to $14 million is about 0.55% to 0.7%. That is my arithmetic. It applies to a deal of that size.

A second listed software sale shows a similar shape. In Adobe's purchase of Semrush, Semrush agreed to pay its banker, Centerview, about $33 million: $5 million when it gave its opinion and about $28 million only if the deal closed (Semrush, proxy statement, filed 29 December 2025).

I haven't found a primary source for typical fees on small private deals, so I'm not giving one. The shape is the useful part. Most of the fee is paid only if a sale happens. That is common, and it also means the banker is paid for closing a deal, not for advising you not to sell.

The Olo proxy discloses that Goldman Sachs recognized compensation of about $200 million from Thoma Bravo and its affiliates and portfolio companies in the two years to 3 July 2025. It also said it was currently mandated on other matters for Thoma Bravo, that it expected compensation on those to be "materially in excess of" the Olo transaction fee, and that funds managed by Goldman affiliates were co-invested with Thoma Bravo. The board reviewed this, including an updated letter on the day of signing, and concluded it would not affect Goldman's ability to act (same proxy statement).

That is a disclosure, not a finding of a problem, and it is a good model for a question: have you worked for any of the likely buyers, and what did they pay you? You won't always get a filing. You can ask.

Yes, and for most private startups they are the realistic ones.

A marketplace. Sites such as Acquire.com let a seller publish a listing and buyers make offers. I cover what it says about itself in How to find potential acquirers for your SaaS company.

A smaller advisor. US law lets certain "M&A brokers" work on the sale of small private companies without registering as broker-dealers. The statute defines an eligible privately held company as one with no registered securities and, in the prior year, either EBITDA under $25 million or gross revenues under $250 million, and requires the broker to reasonably believe the buyer will control the company and be active in its management (15 U.S.C. § 78o(b)(13)). This describes how the market is regulated. It isn't legal advice, and I would ask any advisor how they are registered or exempt.

A founder-led process. You build the buyer list, approach buyers, and hire a lawyer for the contract. It takes time you won't spend on the business, and you give up the banker's reach and pacing.

This part is opinion.

I would ask five questions.

1. How many buyers could pay my price, and do I already know them?
2. Do I have time to run a process while running the company?
3. How is the advisor paid, and who have they worked for among the likely buyers?
4. What will they do that I and my lawyer can't?
5. What does it cost if no deal happens?

A banker can earn the fee when you need breadth, discipline and a negotiator. If you already have one strong buyer and a good lawyer, the case is weaker. Either way, a short list of likely buyers helps. It is how you judge whether the offers come from the right people.

FAIR is neither a banker nor a marketplace. It is research software. It doesn't run a sale, and it doesn't list your company. It follows the buyers and deal activity around you.