After a period of high interest rates, valuation pressure and wait-and-see sentiment, the SME takeover market recovered in 2025 with slight growth. In 2026, that recovery is more broad-based, but also more selective: buyers are focusing even more explicitly on businesses with digital clout, scalability and predictable revenue.
Figures from recent years show an erratic pattern. In 2022, the SME takeover market experienced a peak year with 8,360 mergers and acquisitions, the highest number since measurement began in 2007, according to the Central Bureau of Statistics. The following year saw a slowdown; in 2023, the number of registered acquisitions nearly halved from a year earlier. That sentiment continued the following year. In 2025, the SME acquisition market recovered somewhat after a period of restraint caused by rising interest rates and geopolitical uncertainty.
The most recent Brookz Takeover Barometer shows a 2% increase in the number of sales transactions in the first half of 2025 compared to the second half of 2024. While this percentage may seem modest, it is indicative of a market slowly recovering from the cooldown in previous years. Half of these transactions involve acquisitions with a deal value between 2.5 and 10 million euros, while the number of larger transactions has actually decreased. This shows that the middle segment is popular among entrepreneurs, investors and strategic buyers.
Digitalization as a dividing line
Private equity parties and strategic buyers are a key driver of the SME acquisition market. In particular, investors with a buy-and-build strategy - aggregating smaller companies into scalable clusters - remain active in sectors such as IT services, industrial specialization and healthcare technology. The typical SME of somewhat reasonable size is of interest to them to add to an overcooling business group. But only if the basics are in order: transparent accounting, stable margins and some degree of digitalization.
That digitalization is perhaps the biggest new dividing line in the market. Because in 2026, digitalization will be a decisive factor in valuation and marketability. Whereas revenue and profit used to be the most important determinants of value, today what counts is how digitally mature a business is. Businesses with automated processes, good use of data and scalable revenue models get faster interest and higher multiples from buyers. Companies that lag in digitalization or offer insufficient transparency must count on a discount or simply stay on the shelf longer.
In addition to financial performance, operational and strategic criteria will become more important. Businesses that have made their operations transparent have digitized customer records, standardized work processes and easily measurable KPIs. These factors enable buyers to better assess risk and speed up the due diligence process, making transactions smoother.
ESG (Environmental, Social, Governance) criteria will also become an increasingly important part of the assessment. Although these factors are not yet decisive in pricing, investors and strategic buyers are increasingly interested in environmental performance, human resource management and governance. How sustainable is production, how are employees treated, what is the environmental impact? For smaller businesses this can still sound abstract, but the reality is that more and more buyers are including these aspects in their due diligence. For SME entrepreneurs, this means that implementing sustainable business processes and transparent governance structures can be an advantage when selling.
Deferred payment new normal
After interest rate hikes in 2023 and 2024, the financing environment appears to normalize in 2025. The European Central Bank's policy rate was lowered to 2.00% in June 2025, giving banks and alternative financiers more room for SME lending. In late October, it was announced that the deposit rate, the fee banks receive for parking excess money with the ECB, will remain at 2.00% for now.
One of the most notable financing trends is the increasing use of deferred payments and hybrid financing structures. Brookz s annual Deal Terms survey shows that 38% of deals used an earn-out, where a portion of the sale price depends on future performance of the business. In addition, a subordinated loan from the seller was used in 29% of deals. In almost a quarter of the transactions, both constructions occurred simultaneously. While in only 9% the seller received the lump sum in his account.
According to Peter Rikhof, founder of Brookz, the weakened negotiating position of sellers is a direct result of the uncertain economic outlook. 'Because sellers are holding on to the current high price level, it makes sense that buyers want to hedge as much future risk as possible. Earn-out constructions, staggered payments and subordinated loans have therefore now become commonplace in the current takeover market.'
For 2026, this means that negotiating deal structures will become even more important. Buyers and sellers will increasingly negotiate customized deals to account for cash flow, growth potential and operational risks. The result is a market where deals are evaluated not only on current EBITDA, but also on future growth opportunities and strategic synergies. This hybrid construction reduces risk, but requires more preparation and financial discipline from both buyer and seller.
K-shaped sector growth
The SME acquisition market recovery was unevenly distributed in 2025. Businesses in technology and healthcare led the way, while traditional sectors such as retail and hospitality lagged behind. 2026 appears to perpetuate that trend: the market is growing, but there is a K-shaped trend: not everyone benefits equally.
In IT, software and digital services, demand is high, valuations are rising and international buyers are showing increasing interest. Within the healthcare sector, particularly e-health and paramedical services, the number of transactions is also increasing. The sector remains fragmented, offering opportunities for consolidation and economies of scale. The industrial sector is benefiting from increasing demand for reshoring and sustainable production processes. In particular, specialized technical service providers and small industrial suppliers remain sought after by strategic buyers and private equity houses.
Earn-out constructions, staggered payment and subordinated loans have now become commonplace in today's acquisition market
EBITDA multiples rose in all these sectors, the Brookz Takeover Barometer shows. On average, in the first six months of 2025, an SME business was paid 4.9 times its gross profit (EBITDA). With that, the average EBITDA multiple has been stable for a year and is at its highest level in the past five years.
Hospitality and traditional retail remain vulnerable. Higher labor costs, rising rents and changing consumption patterns are squeezing margins and valuations. In these sectors, businesses tend to take longer to sell, and transactions often occur at lower multiples than in growth-oriented sectors.
Outlook
Yet 2026 is not purely an optimistic story, the five group interviews with various acquisition professionals in the Brookz 500 also reveal. Interest rates may stabilize, but remain higher than the decade before. Financing is available, but not obvious. Deals are more often built from combinations of bank loans, equity, earn-out structures and seller loans. This requires more trust between buyer and seller, and makes the playing field more complex. There is also the threat of oversupply for some sectors: many similar businesses come to market at the same time, making buyers more selective and putting pressure on valuations.
What's further noticeable is that the typical acquisition is getting smaller. Instead of one big, all-encompassing transaction, there are more often phased deals: partial buyouts or management buy-ins spread over several years. This approach suits the cautious attitude of both sellers who don't want to say goodbye in one fell swoop and buyers who operate more cautiously in uncertain times and want to spread risks. As a result, the SME takeover market of 2026 will not be an explosion, but a controlled rhythm of deals. For selling entrepreneurs, this means being in a period of transition. Businesses that are ready to transfer - financially, organizationally and digitally - will still be able to find plenty of buyers in 2026.
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