18/02/2026
Valuation repricing and the rise of contingent consideration
Across both regions (US and UK), valuation remains one of the most sensitive aspects of dealmaking. The gap between seller expectations and buyer underwriting has not disappeared. Instead, it has been reshaped.
Rather than forcing immediate convergence on headline multiples, many transactions are now structured to share risk over time. Earnouts, deferred consideration, and minority rollovers have moved from being occasional tools to standard features of mid-market deals.
“Headline price matters less than how value is realized over time.”
For sellers, this reflects a growing focus on net proceeds and certainty. Tax changes, higher operating costs, and a more complex policy environment mean that after-tax outcomes often matter more than nominal valuations. Well-designed contingent structures can protect upside while enabling transactions to move forward.
For buyers, contingent consideration provides a mechanism to manage uncertainty and align incentives, but it also introduces complexity. Earnout metrics must be precise, governance must be robust, and diligence must extend beyond historical performance to the practical realities of post-close measurement.
The key point is that valuation in 2026 is as much about structure as it is about price. Understanding the technical, tax, and behavioral implications of these mechanisms is essential for both sides of the table.
If you’re looking for assistance in this regard, be sure to get in touch with the team here at bizval. We’re ready and available to assist.