Short answer
Ophthalmology has 22 active private equity backed platforms as of mid-2026, and the biggest exits have gone to strategic buyers rather than other PE firms: Cencora bought Retina Consultants of America for $4.6 billion plus $500 million contingent in January 2025, and McKesson bought 80 percent of PRISM Vision for roughly $850 million in April 2025. Reported multiples are roughly 6 to 10 times EBITDA for an add-on practice and 10 to 15 times for a platform, with retina platforms near 18 times. Owning an ambulatory surgery center adds a reported 1 to 3 turns. The 2026 Medicare fee schedule cut cataract surgeon fees 11 percent while raising ASC facility payments 3.4 percent, which moves value from the surgeon to whoever owns the ASC.
Key facts
- Platform count
- 22 active ophthalmology MSO platforms as of mid-2026.
- Landmark exits
- Cencora and Retina Consultants of America, $4.6B plus $500M contingent (Jan 2025); McKesson and PRISM Vision, roughly $850M for 80 percent (Apr 2025); Cencora and EyeSouth's retina division, $1.1B (announced Mar 2026).
- Distress example
- EyeCare Partners completed a distressed refinancing in April 2024.
- Reported multiples
- Add-ons roughly 6 to 10x EBITDA; platforms 10 to 15x; retina platforms roughly 18x. ASC ownership adds a reported 1 to 3 turns.
- 2026 Medicare change
- Cataract surgeon fees cut 11 percent in the CY2026 fee schedule; ASC facility payments up 3.4 percent.
- Turnover after acquisition
- Clinician turnover rose from roughly 9 percent to roughly 22 percent after PE acquisition (Singh et al., Health Affairs, March 2025).
Where private equity stands in ophthalmology in 2026
Ophthalmology is a two-speed market. As of mid-2026 there are 22 active private equity backed MSO platforms in eye care. An MSO, or management services organization, is the company the private equity firm actually owns; it runs the business side and charges your practice a fee, because in most states only physicians can own a medical practice. The MSO page explains the structure.
The top of this market has produced the largest physician practice exits in the country, and they went to strategic buyers, not to other private equity firms. Cencora bought Retina Consultants of America in January 2025 for $4.6 billion plus $500 million in contingent payments. McKesson bought 80 percent of PRISM Vision in April 2025 for roughly $850 million. Cencora announced in March 2026 that it would buy the retina division of EyeSouth for $1.1 billion. Both buyers are pharmaceutical distributors, and all three deals centered on retina, where practices administer large volumes of injectable drugs. If your rollover equity is in a retina platform, those exits are the best-case outcome for a second bite.
The rest of the market looks different. EyeCare Partners, one of the largest general eye care platforms, completed a distressed refinancing in April 2024. Ordinary PE-to-PE recapitalizations of physician platforms fell from about 100 a year in 2021 and 2022 to 13 in 2024, and hold periods have stretched to 8 to 10 years. The physicians who sold in 2016 through 2020 mostly got a second bite; those who sold in 2021 and 2022 largely have not. The second bite page explains why.
No reliable figure exists for the share of ophthalmologists working under private equity, so be cautious of anyone quoting one. What the research does show is what changes after a sale. Singh and colleagues, in Health Affairs in March 2025, found clinician turnover in acquired ophthalmology practices rose from roughly 9 percent to roughly 22 percent.
What an ophthalmology practice is worth to a platform
Price is a multiple of EBITDA, which is your yearly profit before interest, taxes, depreciation, and amortization after paying every surgeon a market salary. The buyer's version of that number is usually smaller than yours. The scrape page walks through that adjustment.
| Practice type | Reported EBITDA multiple | Notes |
|---|---|---|
| Add-on practice | Roughly 6x to 10x | Comprehensive or subspecialty practice joining an existing platform. |
| Platform | Roughly 10x to 15x | Anchor practice for a new sponsor; less common with 22 platforms already built. |
| Retina platform | Roughly 18x | Set by strategic buyers in the 2025 and 2026 exits. |
| ASC ownership | Adds roughly 1 to 3 turns | Facility revenue is more predictable than surgeon fees and rose in the 2026 fee schedule. |
These are indicative ranges from FOCUS Investment Banking's November 2025 review and other sell-side trackers, not quotes. Platforms generally clear 3 to 5 turns above add-ons across specialties.
The single biggest driver of an ophthalmology price is the ambulatory surgery center. A practice that owns its ASC controls the facility fee on every cataract and retina procedure, and that fee rose 3.4 percent in 2026 while the surgeon fee fell. Buyers also pay more for a practice with several surgeons across subspecialties, an optical shop, a refractive or premium lens line paid in cash, and employed optometrists who feed surgical volume. A practice loses value when it depends on one high-volume cataract surgeon who is near retirement, when its surgical referrals come from outside optometrists who are not under contract, or when its ASC is owned with hospital or outside partners who must consent to the sale.
The deal terms ophthalmologists typically see
The baseline split is about 70 percent cash and 30 percent rollover, with 60 to 70 percent cash and 30 to 40 percent rollover common. Rollover equity is the portion of your price you take as shares in the MSO rather than cash. Buyers in 2025 and 2026 have pushed more consideration into rollover, earnouts, holdbacks, and seller notes. The rollover equity page covers the waterfall, the preferred return that sits ahead of you, and what happens to your shares if you leave.
The scrape is typically 20 to 30 percent of practice profits, according to the Commonwealth Fund's April 2026 report. After the sale, base salary is typically 40 to 50 percent of total compensation, down from 60 to 80 percent before, and the rest is paid on work relative value units at reported rates of $40 to $70 per unit.
Employment agreements run at least three years with a clawback of part of the upfront payment for early departure, and five-year agreements are common. Non-competes are universal, and the sale-of-business carve-out survives even where a state limits employment non-competes. The ancillaries most at risk in ophthalmology are the optical shop, the ASC facility fee, and any co-management income, because the buyer often moves those into the MSO.
Tax issues specific to ophthalmology
The tax pillar covers the general rules. Ophthalmology adds layers because so much value sits outside the professional corporation.
Phaco, femtosecond lasers, and imaging
Eye care is equipment heavy. Phaco machines, femtosecond lasers, excimer lasers, OCT and retina imaging, and optical lab gear were probably written off under bonus depreciation or Section 179. Gain on each item up to the depreciation you took is ordinary income under Section 1245 at up to 37 percent federal, and Section 453(i) puts that recapture in the year of sale even if the rest of the price arrives later. California never conformed to bonus depreciation, so your California recapture will differ from the federal number.
The ASC in a separate entity
Most ophthalmology ASCs are LLCs taxed as partnerships, often with other physician owners. Your ASC interest is sold under its own agreement with its own allocation. Selling a partnership interest is capital gain except for your share of hot assets under Section 751, which includes cash-basis receivables and equipment recapture, taxed as ordinary income no matter how the deal is written. Insist that the ASC be valued on its own rather than blended into the add-on price for the practice.
Real estate held separately
If you own the building through a separate entity, it is usually not sold. You keep it and lease it to the MSO. The lease terms become part of the negotiation, because rent above or below market changes the practice EBITDA the buyer is pricing.
Optical shop and cash-pay lines
Frame and lens inventory is ordinary income. Premium lens and refractive revenue is cash-pay and helps the price, but the buyer will test how much of it depends on you personally.
Personal goodwill and the non-compete
A subspecialist whose referrals follow them personally may be able to sell personal goodwill directly as long-term capital gain. The test from Martin Ice Cream v. Commissioner (1998) is that you are not already bound to your own corporation by an employment agreement and non-compete. The allocation to your covenant not to compete is ordinary income; moving $2 million from goodwill to the non-compete costs roughly $300,000 or more in additional federal tax on the same price.
Reimbursement and regulatory headwinds to price in
The CY2026 Medicare physician fee schedule cut cataract surgeon fees by 11 percent while raising ASC facility payments by 3.4 percent. For a comprehensive practice built on cataract volume, that is a direct hit to the EBITDA a buyer will underwrite, and every buyer will run your 2026 revenue at the new rates rather than your 2025 tax return. For a practice that owns its ASC, the facility increase offsets part of the loss. Value moving from the surgeon to the facility is why ASC ownership adds turns to the multiple.
State law is the other headwind. California's SB 351, effective January 1, 2026, bars private equity groups from interfering with clinical judgment in physician practices and voids non-compete and non-disparagement clauses in management contracts, while leaving sale-of-business non-competes valid. Fourteen states now require advance notice of practice transactions. Texas SB 1318, effective September 1, 2025, caps physician employment non-competes at one year and five miles. The FTC dropped its national non-compete rule on September 5, 2025 and created a Healthcare Task Force on March 20, 2026. The Florida and Texas pages cover the two no-income-tax states where many ophthalmologists practice, and the California page covers SB 351 and the 13.3 percent rate.
Who should not sell right now
- A comprehensive ophthalmologist without ASC ownership whose revenue is mostly cataract fees. The 2026 cut lowers the EBITDA you are selling, the offer will land at the bottom of the add-on range, and you lock in that lower number for years.
- A retina specialist with a single add-on offer. Retina platforms have traded near 18 times to strategic buyers. If you are being offered 7 times, the buyer is keeping the gap. Run a process or wait.
- A surgeon 15 or more years from retirement. You give up 20 to 30 percent of your income for the rest of your career and wait 8 to 10 years for a second bite.
- Anyone offered rollover in a platform that has already refinanced under pressure. Ask about the debt and its maturity before you agree to hold 30 to 40 percent of your price in that company.
If you already sold and the outcome is not what you expected, start with the already sold page.
What to do next
Reprice your own EBITDA at 2026 rates
Rerun your cataract and ASC revenue at the CY2026 fee schedule before a buyer does it for you.
Separate the ASC, the real estate, and the practice
Get each valued on its own and understand the tax character of each before the letter of intent.
Model the after-tax result
Use the after-tax proceeds calculator with your equipment schedule, a realistic rollover share, and your state's rate.
Compare specialties and get a review before exclusivity
The specialties hub shows how eye care compares to the other specialties. The allocation, the rollover terms, and the employment agreement can all still change until the letter of intent is signed.
Questions people ask
What is an ophthalmology practice worth to a private equity buyer in 2026?
Sell-side trackers report roughly 6 to 10 times EBITDA for a practice bought as an add-on and 10 to 15 times for a platform. Retina platforms have traded near 18 times because strategic buyers such as Cencora and McKesson have paid up for them. Owning an ambulatory surgery center adds a reported 1 to 3 turns. A turn is one multiple of EBITDA, so an ASC can move a practice from 7 times to 9 times.
Why are drug distributors buying eye care platforms?
Cencora and McKesson are pharmaceutical distributors, and retina practices administer large volumes of injectable drugs. The three biggest eye care exits since 2025 all involved retina: Retina Consultants of America to Cencora, PRISM Vision to McKesson, and EyeSouth's retina division to Cencora. For a physician with rollover equity, a strategic buyer at 18 times is the best case. It is also concentrated in retina, not comprehensive ophthalmology.
How does the 2026 cataract fee cut affect my offer?
The CY2026 Medicare physician fee schedule cut cataract surgeon fees 11 percent while ASC facility payments rose 3.4 percent. A buyer will run your cataract revenue at the new rate, so a practice with heavy cataract volume and no ASC ownership will show lower EBITDA than last year's tax return suggests. A practice that owns its ASC picked up part of the loss on the facility side.
Should I sell my ASC interest with the practice?
Often the ASC is where most of the value sits, and buyers know it. The ASC is usually a separate LLC with other physician partners, so it is sold on its own terms with its own allocation. Selling an LLC interest is capital gain except for your share of hot assets under Section 751, which includes equipment recapture. Ask for the ASC to be valued separately and at a multiple that reflects its facility revenue, not blended into an add-on price for the practice.
What happened at EyeCare Partners?
EyeCare Partners, one of the largest eye care platforms, completed a distressed refinancing in April 2024. That is the kind of event that leaves physician rollover equity intact on paper but far behind the lenders in the payment order. Before you roll 30 to 40 percent of your price into a platform, ask about its debt and when it matures.
Will my phaco machines and imaging be taxed as ordinary income?
Largely yes. Gain on equipment up to the depreciation you already took is ordinary income under Section 1245, at up to 37 percent federal. Femtosecond lasers, phaco units, OCT and retina imaging, and optical lab equipment that were written off under bonus depreciation or Section 179 all fall under this rule, and Section 453(i) puts the recapture in the year of sale even if the price is paid over time.
Do physicians leave after an ophthalmology practice is acquired?
More than before. Singh and colleagues, writing in Health Affairs in March 2025, found clinician turnover in acquired ophthalmology practices rose from roughly 9 percent to roughly 22 percent. That matters to you twice: your own employment agreement will have a lock-up with a clawback to prevent it, and your rollover equity depends on the platform keeping its surgeons.
What about my optometrists and co-management relationships?
Buyers value optometry inside the practice because it feeds cataract and refractive volume, and many platforms grow by buying optometry offices. Co-management arrangements with outside optometrists are harder to underwrite because the referral relationship is personal and not owned. Expect the buyer to ask how much surgical volume comes from outside referrals and to discount it.