Private Equity Faces Pressure in 2026: Legacy Assets, Exits & Tightening Rules

  • Private equity enters 2026 with a backlog of aging, overvalued portfolio companies and extended holding periods that strain the traditional buy-fix-sell model.
  • Dry powder has declined but remains sizable and increasingly aged, heightening LP pressure for both capital deployment and timely distributions.
  • Deal and exit values have rebounded while volumes stay flat, producing a bifurcated market that rewards specialized, operationally strong managers and leaves others struggling to raise capital.
  • Rising LP scrutiny, growing use of continuation vehicles and GP-stake sales, and looming carried-interest tax reforms are forcing deeper changes in incentives, governance, and liquidity strategies.
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Private equity entered 2026 with a backlog that threatens both liquidity and investor confidence. Despite encouraging momentum in deal activity and exit markets during 2025, firms continue to be weighed down by a large number of unsold portfolio companies, extended holding periods, and pressures from long-ago overpaid acquisitions under generous valuations during lower rate regimes. The traditional buy-fix-sell model is under stress as firms are unwilling to dilute performance or realized returns by selling at less than hoped but must ultimately clear inventory to satisfy LPs and maintain fundraising flow [1].

Dry powder has decreased meaningfully from its peak, indicating that firms are beginning to deploy committed capital, albeit under challenging conditions. Yet this undeployed capital is aging, which creates its own tension: LPs expect both distribution and returns, and longstanding capital that remains unused intensifies governance and reputational risk [2].

Deal value metrics have improved—with U.S. deal value up ~8% year over year in H1 2025, and exit activity globally up ~40%—but deal volume remains flat or even declining. This suggests selective investment and a bifurcated PE environment: firms with sector expertise, operational capability, and alignment with investor expectations are winning, while many others struggle to compete and to raise capital [2][3].

Over the horizon, regulatory and tax challenges loom. Proposed reforms to carried interest taxation could stretch holding-period requirements, reducing after-tax returns for GPs and complicating compensation dynamics [4]. Additionally, LPs are more deeply scrutinizing GP track records, fee structures, and alignment of interest. The sale of minority GP stakes is rising as a strategic lever, both to raise cash and reward/retain partners amid limited exits [4].

Supporting Notes
  • 12,900 U.S. PE-owned companies in portfolios by Sept. 30, 2025; this is up slightly from end-2024. [1]
  • Average holding period for PE investments near seven years—down from 2023 peak, but elevated relative to pre-pandemic norms. [1]
  • Dry powder: U.S. PE firms held ~$880 billion in undeployed capital as of September 2025, down from $1.3 trillion in December 2024. [1][2]
  • Global private equity fundraising: in H1 2025, U.S. PE deal value rose ~8% YoY to ~$195 billion; yet traditional-fund commitments fell about 24% YoY. [2]
  • Global exit activity rose around 40% year over year in 2025 through Q3/Q4; examples include Medline IPO and Ampere Computing sale for ~$6.5 billion. [1]
  • Fundraising remains in decline: global PE funds raised $424.58 billion in H1 2025 vs. full-year 2024, but full-year totals through September were $310 billion globally for PE; PitchBook reports a ~32% YoY decline for PE fundraising over 12 months. [3]
  • LPs and GPs increasingly using continuation vehicles and secondary market tools to create liquidity without full exits. [2][3]
  • In U.S. Congress, carried-interest tax reform under active consideration; a deal could raise $14 billion over a decade via new holding-period rules and taxation as ordinary income for many fund managers. [4]

Sources

      [1] www.wsj.com (The Wall Street Journal) — 28 December 2025
      [4] www.wsj.com (The Wall Street Journal) — 28 December 2025

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