2026 Middle Market M&A SurveyBook

Seyfarth’s 12th annual SurveyBook analyzes more than 160 middle market private target acquisition agreements signed in 2025 and the first half of 2026.

Intended as a guide to buyers, sellers, and deal professionals on “what’s market” in private target acquisition agreements, the M&A SurveyBook tracks critical deal terms that define the allocation of risk between parties.

Explore the key findings below, or view the full results.

This year's survey highlights how dealmakers continue to adapt transaction structures and deal terms in response to evolving market conditions. We saw increased earnout activity and continued growth in the use of R&W insurance, underscoring the market’s focus on finding creative ways to get deals done while balancing competing risk and valuation concerns. The survey offers a practical snapshot of current market terms and the trends shaping middle market M&A negotiations today.

Andrew Lucano

Corporate department chair and M&A practice co-chair

While market participants continue to monitor interest rates, inflation, geopolitical developments, and AI-related risks, the broader outlook for middle market M&A remains favorable. An increasing number of baby boomer-owned businesses are expected to come to market in the years ahead, creating a significant pipeline of acquisition opportunities for private equity, strategic, and independent buyers.

Aaron Gillett

M&A practice vice chair

2026 Notable Findings

Representation and Warranty Insurance

Approximately 62% of the transactions reviewed for the 2025/2026 Survey included R&W insurance, compared to approximately 53% in 2024/2025.

Earnouts

Earnouts appeared in 19% of surveyed deals, up from 13% in 2024/2025, with 67% of those deals tying earnout payments to between 10% and 50% of the purchase price, suggesting growing use of earnout structures to help bridge valuation gaps between buyers and sellers.

Escrow Amounts

The median indemnity escrow amount for non-insured deals increased to 10% of purchase price, reflecting a less seller-favorable shift for this deal term as buyers increasingly hold back a larger portion of the purchase price for these deals in escrow.

Escrow Periods

The median indemnity escrow period for non-insured deals remained at 12 months, continuing a trend of seller-favorable, relatively short escrow periods.

Survival Periods

The median general survival period for non-insured deals declined to 15 months from 18 months in 2024/2025, which is a more seller-favorable shift, while the median survival period for insured deals remained at 12 months.

Carve Outs

Tax representations remained among the most commonly carved out, appearing in 80% of non-insured deals. This is a significant increase from the 66% reported in 2024/2025 and 68% reported in 2023/2024.

Indemnity Baskets

Threshold/tipping baskets continued to gain traction in non-insured deals, accounting for 43% of basket structures in 2025/2026. This reflects a continued buyer-favorable shift, up from 32% in 2024/2025.

Indemnity Caps

The median indemnity cap remained 10% for non-insured deals and 0.3% for insured deals, highlighting the significant differences in risk allocation for sellers between insured and non-insured transactions.

Fraud Exceptions

Fraud exceptions remained nearly universal, appearing in 88% of non-insured deals and 95% of insured deals.

Governing Law

Delaware continued to be the most popular governing law choice, applying to 78% of surveyed deals.

Privilege Retention

Of the 2025/2026 deals surveyed, 76% provided for the seller to retain attorney-client privilege after the closing of the transaction.