SRS Acquiom sits at the closing table of more private deals than almost anyone — they administer the escrows and payments after the papers are signed. Their 2026 Deal Terms Study covers 2,300+ private-target acquisitions worth over $569 billion, closed 2020–2025 — and 27% of last year's deals were $25M or under. This isn't survey opinion; it's what actual closing documents say.
Three mechanisms stand between the number on your LOI and the wire that hits your account:
| Mechanism | How common (2025) | Typical size / term |
|---|---|---|
| Escrow / holdback | 88% of deals | median 10% of price, held ~12 months |
| Purchase price adjustment | 93% of deals | working-capital true-up in 88% of them |
| Earnout | 24% of deals | median 34% of the closing payment, over ~21 months |
Put numbers on it: on a $10M deal, the median structure wires roughly $9M on day one, holds $1M in escrow for about a year (released if no claims arise — most is eventually returned, but it's not yours yet), and trues up the price for working capital at close. If your deal carries an earnout, the median structure puts another ~$3.4M of potential value on the table that you only collect if the business performs for the next 21 months — and 69% of earnouts are tied to revenue targets, not profit.
Here's the part most owners never hear: these terms move with sophistication. On deals that used representations & warranties insurance — 46% of 2025 deals — the median escrow collapses from 10% to 0.5% of the purchase price. That single structural choice can move nineteen of every twenty held-back dollars to your side of the closing table. Buyers know this playbook. Most first-time sellers don't.
And you have more leverage than you think. Axial's Q2 2026 Small Business Exits report logged 265 closed lower-middle-market deals; among its 25 featured transactions — median size just $3.4M revenue and $1.0M EBITDA — the median deal drew 367 matched buyers. A $3.5M-revenue garbage-collection company drew 956. When that many buyers want what you own, terms are negotiable — if you make buyers compete for the deal instead of accepting the first structure put in front of you.
The multiple gets the headlines. The structure decides what you keep. Negotiate both.
Before you sign an LOI, build a net-proceeds waterfall: price, minus escrow (median 10%, ~12 months), minus the working-capital true-up, minus anything contingent on an earnout. If you can't fill in those three lines from the LOI in front of you, it isn't ready to sign.
Bring us an LOI — or just your idea of your number — and we'll run it through the same waterfall: what wires on day one, what's held back, and what's actually at risk.
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