Retail Operations Software M&A: A Founder's Guide to the 2025-26 Market
Introduction
Retail operations software sits at the intersection of several powerful trends: the ongoing digital transformation of physical retail, the convergence of online and in-store commerce, and the increasing sophistication of AI-driven analytics. For founders who have built companies in point-of-sale systems, inventory management, loss prevention technology, retail analytics, or workforce management, the current M&A landscape offers a compelling mix of strategic buyer activity and financial sponsor interest.
The sector's headline stories tell a tale of transformation. NCR Voyix, after divesting its digital banking arm for $2.45 billion to Veritas Capital in 2024, has refocused entirely on retail and restaurant software. Toast, now serving approximately 134,000 restaurant locations as of the end of 2024 (a 26% year-on-year increase), added a record 28,000 new locations in 2024 and acquired Delphi Display Systems to strengthen its drive-through technology. Shift4 agreed to acquire Revel Systems for $250 million, consolidating cloud-based POS for restaurants and retail. Manhattan Associates crossed the $1 billion revenue milestone in 2024, growing 12.2% year-on-year through its warehouse management and omnichannel solutions.
Broader market dynamics support continued M&A activity. The Kroll Winter 2026 report documented 2,897 announced software transactions in 2025, a 35% increase year-on-year. Strategic buyers paid an average EV/LTM revenue multiple of 5.6x, with a 27% premium over financial sponsors. Retail technology, sitting at the nexus of payments, commerce, and supply chain, is a prime target for this capital deployment.
For founders in this space, understanding who is buying, why, and at what valuations is essential to timing and structuring an exit that maximises value.
Market Overview
The Retail Operations Software Landscape
Retail operations software encompasses the technology stack that powers physical and digital retail environments. The sector spans several interconnected categories:
Point-of-sale (POS) systems form the operational core of retail and restaurant technology. The market includes cloud-native platforms like Toast (restaurants), Lightspeed Commerce (retail and hospitality), Square (small business), and legacy providers like NCR Voyix, which maintains global leadership in total POS installations. The Datos Insights Global POS Software 2025 report confirmed NCR Voyix as the leading provider, having also reclaimed the top position in new restaurant deployments.
Lightspeed Commerce reported $280.1 million in total Q3 2025 revenue, a 17% year-on-year increase, with subscription revenue growing 9%. The company achieved positive adjusted EBITDA of $16.6 million and announced a $400 million share repurchase programme, signalling a shift from growth-at-all-costs to profitability and capital returns.
Loss prevention and asset protection technology is an emerging high-growth segment. Solutions range from AI-powered video analytics and computer vision systems that detect theft in real time, to exception-based reporting platforms that identify suspicious transaction patterns. The rise of organised retail crime has made loss prevention a board-level priority for major retailers, driving investment in technology solutions.
Inventory management and supply chain software for retail includes demand forecasting, replenishment optimisation, warehouse management, and distributed order management. Manhattan Associates is the sector leader, complemented by companies like Blue Yonder (acquired by Panasonic), Oracle Retail, and numerous mid-market specialists.
Retail analytics platforms aggregate data from POS systems, e-commerce platforms, loyalty programmes, and foot traffic sensors to provide insights into customer behaviour, store performance, and merchandising effectiveness.
Workforce management for retail addresses scheduling, time and attendance, labour compliance, and employee engagement for large, distributed retail workforces. Companies like Legion Technologies, Reflexis (now part of Zebra Technologies), and UKG serve this market.
Omnichannel operations platforms unify online and in-store commerce, supporting capabilities such as buy-online-pick-up-in-store (BOPIS), ship-from-store, and endless aisle. These platforms have become essential as retailers integrate their physical and digital channels.
The overall market for retail technology is substantial: the global retail POS terminal market alone is estimated at $30-35 billion, while the broader retail operations software market (including inventory, analytics, workforce, and loss prevention) extends well beyond $50 billion.
M&A Activity and Deal Flow
NCR Voyix's Strategic Refocus
The most significant structural development in retail operations software has been NCR Voyix's transformation following the separation of NCR Corporation into two publicly traded companies in 2023. NCR Voyix retained the retail and restaurant software businesses, while NCR Atleos took the ATM and banking hardware operations.
In 2024, NCR Voyix further streamlined its portfolio by selling its digital banking business to Veritas Capital for $2.45 billion (with potential earn-out payments of up to $100 million). This divestiture allowed NCR Voyix to focus exclusively on its core retail and restaurant platform, positioning it as a pure-play retail operations software company. The digital banking platform served over 1,300 financial institutions and 20 million users, making it a substantial transaction in its own right.
NCR Voyix's refocused strategy centres on unified commerce: a single platform supporting retail and restaurant operations across POS, back office, kitchen operations, and digital ordering. The company's installed base of tens of thousands of enterprise retail and restaurant locations provides a substantial foundation for cross-selling and up-selling modern cloud capabilities.
POS Consolidation Continues
Shift4's $250 million acquisition of Revel Systems exemplifies the ongoing consolidation in cloud-based POS. Shift4, a major payment processor, acquired Revel's cloud-based POS platform (serving over 18,000 restaurant locations) to integrate with its SkyTab platform. The strategic rationale is clear: payment processors are acquiring POS software to own the full commerce stack and reduce vendor fragmentation for merchants.
POS Nation acquired GrazeCart, an e-commerce platform for food suppliers, extending its reach into direct-to-consumer markets for farmers and specialty retailers. While a smaller transaction, it illustrates the pattern of POS companies expanding horizontally into adjacent commerce capabilities.
Toast's acquisition of Delphi Display Systems in 2024 brought drive-through display and management technology into its restaurant platform. Toast continues to expand aggressively, with the company adding a record 28,000 locations in 2024 and projecting similar growth in 2025. Toast has also expanded internationally, with 50% year-on-year increases in SaaS ARPU for new international locations in 2024.
Enterprise Retail Technology
Manhattan Associates, having crossed the $1 billion revenue milestone, has consolidated its position as the leading provider of warehouse management and omnichannel solutions for enterprise retail. The company's cloud-native Active Platform, launched with supply chain planning capabilities in 2024, provides a unified environment for warehouse management, transportation, and order management.
In the broader enterprise retail technology space, Aptos (backed by Apax Partners) continues to serve mid-market and enterprise retailers with its unified commerce platform. The company has been positioned as both an acquirer of complementary retail technologies and a potential acquisition target for larger strategic or PE buyers.
Loss Prevention and Retail Security
While specific large-scale M&A transactions in loss prevention technology have been less prominent than in POS, the segment is attracting significant venture and growth equity investment. AI-powered shrinkage detection, computer vision for store monitoring, and exception-based reporting tools are areas where acquisitions are expected to accelerate as retailers increase their technology investments in response to rising retail crime.
Zebra Technologies has been building a comprehensive portfolio of retail operations tools, including the integration of Reflexis workforce management and various IoT and RFID solutions for inventory visibility and loss prevention.
The Restaurant Technology Wave
The restaurant technology sub-segment has seen particularly intense activity. Beyond Toast and Revel, notable transactions include DoorDash's $3.9 billion acquisition of Deliveroo and $1.2 billion purchase of SevenRooms, and Olo's sale to Thoma Bravo for $2 billion. These deals demonstrate the premium that the market places on integrated restaurant technology platforms, and the intensity of both strategic and PE interest in the space.
Valuation Benchmarks
What Retail Operations Software Commands
Retail technology valuations vary significantly based on sub-segment, business model, and growth profile.
| Sub-Segment | EV/Revenue (2025) | EV/EBITDA (2025) | Key Driver |
|---|---|---|---|
| Cloud POS (High Growth) | 5x-10x | 25x-40x | Location growth, payments attach |
| Enterprise Retail Software | 4x-7x | 18x-25x | Recurring revenue, retention |
| Inventory/Supply Chain | 5x-8x | 20x-28x | Mission-critical status |
| Loss Prevention Tech | 4x-8x | 15x-25x | Growth rate, AI capabilities |
| Workforce Management | 4x-6x | 15x-22x | Enterprise contracts |
Sources: Kroll Winter 2026; Houlihan Lokey FinTech Market Update Q2 2025; public company data. Ranges represent estimates across company sizes and stages.
Toast trades at approximately 6-8x forward revenue as a public company, reflecting its strong growth trajectory and expanding margins. Lightspeed trades at a more modest 2-3x revenue, reflecting its slower growth and ongoing strategic transformation. Manhattan Associates commands a premium of 10x+ revenue given its market leadership, high margins, and consistent growth.
Factors driving premium valuations include:
Payments integration. POS companies that capture payment processing revenue (as Toast and Square do) benefit from higher revenue per customer and more predictable revenue streams, driving higher multiples.
Net revenue retention. Companies that demonstrate strong expansion within existing customers (through cross-selling, payments penetration, and seat growth) command premium valuations. Toast's 25% location growth demonstrates the platform's ability to expand its footprint organically.
Profitability trajectory. Post-2022, the market has shifted decisively towards rewarding profitability. Lightspeed's achievement of positive adjusted EBITDA was a significant milestone, and companies that can demonstrate efficient growth (Rule of 40 compliance) are valued at a premium.
Vertical depth versus horizontal breadth. Companies that deeply serve a specific retail vertical (restaurants, grocery, convenience, specialty retail) often command higher multiples than horizontal platforms, due to higher switching costs and deeper product-market fit.
Key Acquirer Profiles
Strategic Buyers
NCR Voyix is positioned as both an acquirer and a potential acquisition target. Its refocused retail and restaurant platform, combined with a massive installed base, makes it attractive to PE firms or larger technology companies. Simultaneously, NCR Voyix may pursue acquisitions to strengthen its cloud capabilities and accelerate its transition from legacy to modern platforms.
Toast has signalled aggressive expansion ambitions, projecting over 10,000 new customer locations in international and retail markets in 2025. The company's flywheel strategy (using payments revenue to fund product development) gives it the financial capacity for acquisitions, particularly in adjacent areas such as retail POS, kitchen technology, and supply chain.
Zebra Technologies continues to build its retail operations portfolio through acquisitions, combining hardware (barcode scanners, mobile computers, RFID) with software (Reflexis workforce management, inventory intelligence).
Payment processors including Shift4, Fiserv, Global Payments, and Block (Square) are active acquirers of retail software that deepens their merchant relationships and increases payments attachment.
Financial Sponsors
Thoma Bravo ($2 billion Olo acquisition) and Vista Equity Partners are the most prominent PE firms in retail technology. Apax Partners (Aptos) and Francisco Partners are also active.
These firms typically pursue platform investments in companies with $50-500 million in revenue, seeking opportunities to drive operational improvements, accelerate cloud transitions, and execute add-on acquisition strategies.
Mid-market PE firms target retail software companies with $10-50 million in ARR, often in specific sub-verticals such as loss prevention, retail analytics, or workforce management.
Adjacent Industry Acquirers
Supply chain technology companies such as Blue Yonder, Coupa, and Kinaxis may pursue acquisitions of retail-facing inventory and demand planning tools to extend their platforms closer to the point of sale.
Customer data and marketing technology companies represent potential acquirers for retail analytics platforms, particularly those generating proprietary consumer behaviour data. Companies like Braze, Salesforce Commerce Cloud, and Adobe Commerce could seek retail operations data to enrich their customer engagement platforms.
Workforce management incumbents including UKG, ADP, and Ceridian may target retail-specific scheduling and labour optimisation companies to deepen their vertical capabilities in one of the largest hourly workforce sectors.
Consolidation Drivers
Several forces are accelerating retail operations software M&A:
The omnichannel imperative requires retailers to unify their technology stacks across physical stores, e-commerce, mobile, and marketplace channels. This drives demand for integrated platforms and creates acquisition opportunities for companies with complementary capabilities.
AI and automation are transforming retail operations, from demand forecasting and dynamic pricing to automated checkout and loss prevention. Acquirers are pursuing AI-native retail technology to stay competitive and deliver measurable ROI to merchant customers.
Payment processor vertical integration is a powerful structural driver. As payment processing margins compress, processors are acquiring software platforms to increase their value per merchant and create stickier relationships. This dynamic has driven numerous transactions and will continue to fuel consolidation.
Retail sector resilience provides confidence for acquirers. Despite macroeconomic uncertainty, retail technology spending has remained robust as merchants recognise the necessity of modern operations software to compete effectively.
Labour market dynamics are driving demand for workforce management and automation technology. Retailers face persistent challenges in hiring and retaining frontline workers, making software that optimises scheduling, reduces administrative burden, and improves employee experience increasingly critical. Companies offering these capabilities become attractive acquisition targets for platform builders seeking to provide comprehensive store operations solutions.
The shift to unified commerce demands integrated platforms that span in-store, online, mobile, and marketplace channels. Retailers are increasingly unwilling to manage separate technology stacks for each channel, creating strong demand for platforms that unify these operations. This drives both organic growth for omnichannel-capable companies and acquisition interest from buyers seeking to fill gaps in their platform offerings.
What This Means for Founders
If you are a founder of a retail operations software company, the current M&A environment offers several practical takeaways:
Payments integration is a strategic lever. If your software facilitates or integrates with payment processing, you are positioned within one of the most active acquirer universes in technology M&A. Payment processors, POS platforms, and financial technology companies are all potential buyers for software that deepens merchant relationships.
Demonstrate vertical expertise. Companies that deeply understand and serve a specific retail vertical (restaurants, grocery, convenience, specialty) are valued more highly than generic solutions. Your domain expertise, industry-specific features, and understanding of merchant workflows are competitive advantages that acquirers prize.
Profitability matters more than ever. The era of valuing retail technology companies purely on revenue growth has passed. Acquirers want to see efficient growth, clear paths to profitability, and strong unit economics. If your company is not yet profitable, demonstrating a credible path to positive EBITDA will meaningfully improve your positioning.
Consider the consolidator landscape. The retail operations software market has multiple active consolidators (NCR Voyix, Toast, Zebra, payment processors, PE platforms). Understanding which of these buyers would derive the most strategic value from your company allows you to optimise your positioning and potentially create competitive tension in a sale process.
International expansion creates value. Toast's success in international markets (50% SaaS ARPU growth in new international locations) demonstrates the value of geographic expansion. If your platform serves international markets or has the potential to do so, this represents a meaningful valuation driver.
The Case for Acting Now
Retail operations software M&A in 2025-26 is driven by the convergence of omnichannel commerce, AI-driven innovation, and payment processor vertical integration. The sector offers founders a diverse set of potential acquirers, from large strategic platforms to well-capitalised PE firms, with valuations that reward profitable growth, vertical expertise, and payments integration.
The transformation of NCR Voyix, Toast's aggressive expansion, Shift4's acquisition of Revel, and the ongoing interest of major PE firms all signal a market that values retail operations technology highly and is willing to deploy significant capital to acquire it. For founders who have built companies that make retail operations more efficient, more intelligent, and more connected, the opportunity to achieve a premium exit has rarely been better.
The key is preparation: understanding your value drivers, positioning your metrics appropriately, and engaging with the right buyers at the right time. In a market this active, the founders who approach the process strategically will achieve the best outcomes.