Amsterdam, 29 October 2026 – Sellers in European mid-market deals are carrying more of the risk after closing: Nearly one in three vendor loans now covers more than 20% of the purchase price, up from 24% last year. Earn-outs also run longer: 69% last a year or more, up from 61%. The share of transactions including a data privacy indemnity rose noticeably, from 30% to 42%. 

These are the key findings of the European Deal Terms Report 2026, Dealsuite’s annual 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. 

Vendor loans grow larger, earn-outs run longer 

Earn-outs and vendor loans now carry more weight.The share of vendor loans covering more than 20% of the purchase price rose from 24% to 31%. Earn-outs also run longer: 69% last more than 12 months, compared with 61% last year, while earn-outs shorter than six months fell from 16% to 4%. How often these structures are used is broadly in line with last year: 38% of transactions include an earn-out, 36% a vendor loan and 26% combine both. In most cases (67%), the earn-out is based on EBIT/EBITDA. 

According to Jelle Stuij, COO of Dealsuite, deferred payments have become one of the main ways to get deals done. "Deferred payments used to be a way to bridge a price disagreement. Now they’re becoming the default way deals get structured,": he says. “When nearly a third of vendor loans cover more than a fifth of the price and most earn-outs now run past 12 months, sellers aren’t just agreeing to wait, they’re taking on a meaningful share of the deal’s risk. Buyers, in turn, are asking for more conditions and broader indemnities before they’ll close. Both sides are negotiating harder on structure, not just on price.”

More deals now subject to conditions precedent 

Eight out of ten share purchase agreements (81%) now contain one or more conditions precedent. The outcome of due diligence remains the most common condition (71%). Approval from third parties such as competition authorities (63%) and the Material Adverse Change (MAC) clause (61%) follow at similar levels. The MAC clause, which allows a buyer to withdraw if the company’s position deteriorates significantly, rose from 53% in 2025. Bank financing, by contrast, is less often a condition for closing (62%, down from 68%), suggesting sellers are increasingly filling the financing gap themselves, for example through the larger vendor loans described above. 

Data privacy indemnities rise

Indemnities, which protect the buyer against liabilities from the company’s past, are included in 86% of share purchase agreements, up from 81%. Tax matters remain by far the most common area covered (87%). Among SPAs with indemnities, the share covering data privacy rose from 30% to 42%, and now rank third.Pension indemnities account for 19%. 

Core terms remain stable 

The core building blocks of the SPA remain stable: warranties are included in 98% of transactions and non-compete clauses in 95%. 

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