DealLawyers.com Blog

SRS Acquiom recently released the 2026 edition of its M&A Deal Terms Study. The study analyzes over 2,300 private-target acquisitions that closed between 2020 and 2025 where SRS Acquiom provided services, valued at $569 billion. Here are some of the key findings from this year’s study:

Jumbo Deal Activity Accelerates:  More jumbo deals in the past two years and similar shares of lower-middle market, middle market, and jumbo deals year over year. Approximately 10% of private-target M&A deals involved closing payments of $750 million or more in 2024 and 2025.

Exit Returns Ticking Up:  Seller returns are trending up based on Equity Return on Invested Capital. Average transaction value as multiples of equity invested rose to 6.5x in 2025 compared to 5.6x in 2024, while the media multiples rose to 3.3x in 2025 compared to 2.5x for the prior year.

Earnouts Remain Prevalent: Utilization of earnout structures and consideration ties to them are on the rise. 24% of M&A deals completed in 2025 included an earnout (excluding Life Sciences deals), compared with 22% of the deals completed in 2024.

Buyers Seek Tighter Indemnification: Continued due diligence efforts keep buyers pushing for more favorable indemnification terms. Only 32% of 2025 deals were structured as “no survival” for sellers’ general representations. 57% of deals with RWI included non-survival provisions (up from 54% in 2024), while only 11% of traditional indemnity deals provided that the sellers’ reps wouldn’t survive closing (down from 18% in 2024).

Non-U.S. (Including European) Buyers Increasingly Resemble PE Behavior: For the second year in a row, non‑U.S. buyers – especially European acquirers – are acting more like private equity than U.S. strategic buyers, showing tighter pricing and more consistent returns in 2024–2025, even though European deals leaned more strategic in 2023.

The study also found that 88% of 2025 deals involving private targets involved some form of escrow or hold-back. For non-RWI deals, the average amount of all escrows was 12.1% of transaction value while the median was 10.0%. For deals with RWI, the average was 5.1% of transaction value and the median was 2.8%.

– John Jenkins