A riskier M&A market meant more buyers protected their investments with conditions. Think seller financing, holdbacks, earnouts, and more.
The market for well-performing SaaS businesses grew strongly over the past year as interest rates fell and corporate M&A activity accelerated, according to insights compiled by Acquire, a marketplace that matches micro and smaller SaaS company buyers and sellers.
Quality in demand: In its 2025 Annual SaaS Report, Acquire says while the past year has been turbulent, buyers' appetite "for the right businesses" is stronger than ever and SaaS companies are changing hands at higher earnings multiples. Deal sizes increased, with larger, more established SMBs being listed and successfully acquired.
Focus on financing: The report highlighted the growing role of financing options in business acquisitions. More deals than ever before involved some form of seller financing, demonstrating increased flexibility in deal structuring.
"A riskier M&A market meant more buyers protected their investments with conditions," the report says. "Think seller financing, holdbacks, earnouts, and more." Holdbacks were in place with 14% of the deals the report analyzed, seller financing was involved in 13%, while other conditions applied across 41% of the sales.
Conditions impact pricing: "Making the purchase price partially conditional on future performance, for example, can induce a buyer to accept a seller's preferred asking price," according to the report "Sellers agreeing to conditions must also due diligence the buyer and ensure any conditions are fair and proportional."