29-10-2026 | Dealsuite
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Dealsuite European Deal Terms Report 2026: sellers carry more risk after closing
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Dealsuite has published its annual European Deal Terms Report, an analysis of the deal terms in share purchase agreements (SPAs). The report is based on first-hand data from 942 M&A legal firms across Europe, covering the final SPAs of small and mid-sized transactions they advised on between July 2025 and June 2026.

Key findings compared with last year:

  • Sellers increasingly finance the deal themselves: the share of vendor loans covering more than a fifth of the purchase price rose from 24% to 31%, while fewer deals depend on bank financing (62%, down from 68%).
  • Sellers wait longer for their money: 69% of earn-outs now run for more than 12 months, up from 61%, and earn-outs shorter than six months have almost disappeared (from 16% to 4%).
  • More attention to data privacy: indemnities covering data privacy and GDPR rose from 30% to 42%, the largest increase in the report.