3.8%
The break fee barely moves
Median termination fee as a share of transaction value across 94 deals that disclosed both. Half the sample sits between 3.3% and 4.1% — a band narrow enough to price a deal against.
BankingBeast public dataset
2024-H2–2026-H1 editionDeal Terms Tracker
What middle-market merger agreements actually say: consideration mix, termination fees, escrows, go-shops, and the conditions that decide whether a deal closes. Read from the filings, not from memory.
105 deals, screened from 435 definitive merger proxies filed between 2024-07-01 and 2026-06-30. Every row below links to the filing it was read from, and the pipeline that produced it is committed to the repository alongside the numbers.
- Universe
- DEFM14A · Q3 2024 – Q2 2026
- Sample size
- n = 105
- Generated
- 2026-08-04
- Raw data
- dataset.json
Quick Answer
Across 105 middle-market merger proxies filed with the SEC between 2024-07-01 and 2026-06-30, the median termination fee ran 3.8% of transaction value (interquartile range 3.3% to 4.1%, n=94). 70 of 105 deals (67%) were all cash, 17 carried a go-shop period, and 6 mentioned representation and warranty insurance. The universe is public filings only, so it skews toward larger and better-advised transactions than the private middle market as a whole.
Headline findings
67%
Cash still buys the company
70 of 105 deals paid entirely in cash. Stock-for-stock accounted for 28, and only 4 split the price between the two.
18%
Escrow is the exception, not the norm
19 of 105 agreements named an escrow or holdback against the price. In public-company deals the indemnity package that drives escrow in private transactions mostly does not survive signing.
63%
Financing risk sits with the buyer
66 of 105 proxies stated outright that closing is not conditioned on the buyer obtaining financing. The seller-favourable default held across the whole window.
How buyers paid
Consideration structure, read from the merger consideration clause in each proxy. A deal counts as mixed only when the same clause promises both cash and acquirer stock.
| Structure | Deals | Share of N |
|---|---|---|
| All cash | 70 | 67% |
| All stock | 28 | 27% |
| Cash and stock | 4 | 4% |
| Not parseable | 3 | 3% |
Which protections showed up
Presence rates against the full universe. A term the filing describes in unusual language reads as absent, so each of these is a floor.
| Term | Deals | Share of N |
|---|---|---|
| Escrow or holdback named | 19 | 18% |
| Representation and warranty insurance named | 6 | 6% |
| Go-shop period | 17 | 16% |
What has to happen before the money moves
Closing conditions worth pricing. Antitrust and shareholder approval are near-universal; the interesting variation is in the foreign-investment and minority-approval columns.
| Condition | Deals | Share of N |
|---|---|---|
| HSR / antitrust waiting period | 66 | 63% |
| CFIUS review | 16 | 15% |
| Expressly not conditioned on financing | 66 | 63% |
| Majority-of-the-minority approval | 6 | 6% |
| Shareholder approval named as a condition | 97 | 92% |
| Material adverse effect qualifier | 102 | 97% |
The numbers, with their spread
Quartiles rather than averages, because a single billion-dollar outlier moves a mean and tells you nothing about the deal on your desk.
| Measure | n | Min | P25 | Median | P75 | Max |
|---|---|---|---|---|---|---|
| Transaction value | 105 | $27.4M | $116.4M | $299.1M | $601.7M | $1.00B |
| Cash consideration per share | 74 | $0.20 | $5.58 | $12.25 | $21.75 | $460.00 |
| Termination fee | 94 | $250K | $4.9M | $11.1M | $22.4M | $44.0M |
| Termination fee, % of transaction value | 94 | 0.63% | 3.34% | 3.83% | 4.12% | 8.68% |
| Escrow or holdback amount | — | — | — | — | — | not reported below n=5 |
| Go-shop window, days | 7 | 25 | 30 | 35 | 40 | 60 |
Transaction value is the figure the filing states. Where a filing states none and the price is entirely cash, it is the cash price per share multiplied by shares outstanding on the cover of the target's most recent periodic report, and is labelled implied in the dataset.
Every deal in the universe
The full sample, each row linking to the filing it was read from. Nothing in the tables above comes from anywhere else.
| Target | Filed | Structure | Termination fee | Go-shop | Escrow | RWI | Filing |
|---|---|---|---|---|---|---|---|
| PlayAGS, Inc. | 2024-07-01 | All cash | $19.3M | yes | no | no | d822419ddefm14a.htm |
| Superior Drilling Products, Inc. | 2024-07-02 | All stock | $988K | yes | no | no | d824632ddefm14a.htm |
| ASENSUS SURGICAL, INC. | 2024-07-05 | All cash | $3.6M | no | no | no | asxc20240701_defm14a.htm |
| SURMODICS INC | 2024-07-08 | All cash | $20.4M | no | yes | yes | ny20030523x2_defm14a.htm |
| ATRION CORP | 2024-07-15 | All cash | $20.0M | no | no | no | tm2417272-3_defm14a.htm |
| HMN FINANCIAL INC | 2024-08-01 | All stock | $4.6M | no | yes | no | tm2414377-1_defm14a.htm |
| ALIMERA SCIENCES INC | 2024-08-08 | All cash | $10.4M | no | no | no | tm2419772-3_defm14a.htm |
| Aaron's Company, Inc. | 2024-08-13 | All cash | $22.0M | no | no | no | d816734ddefm14a.htm |
| Avangrid, Inc. | 2024-08-20 | All cash | — | no | no | no | d846532ddefm14a.htm |
| TELLURIAN INC. /DE/ | 2024-08-27 | All cash | $36.1M | no | no | no | tm2420118-2_defm14a.htm |
| Augmedix, Inc. | 2024-08-29 | All cash | $5.2M | yes | no | no | d882127ddefm14a.htm |
| CHUY'S HOLDINGS, INC. | 2024-09-05 | All cash | $11.2M | yes | no | no | d735708ddefm14a.htm |
| AMBAC FINANCIAL GROUP INC | 2024-09-06 | Not parseable | $22.0M | no | no | yes | d844490ddefm14a.htm |
| ITERIS, INC. | 2024-09-20 | All cash | $10.9M | no | no | no | ny20034699x2_defm14a.htm |
| Galaxy Gaming, Inc. | 2024-09-26 | All cash | $2.6M | no | no | no | d858569ddefm14a.htm |
| ARC DOCUMENT SOLUTIONS, INC. | 2024-10-16 | All cash | $5.3M | yes | no | no | ny20035563x8_defm14a.htm |
| ICC Holdings, Inc. | 2024-10-28 | All cash | $2.5M | no | yes | no | icch20241022_defm14a.htm |
| PREMIER FINANCIAL CORP | 2024-10-29 | All stock | $37.0M | no | no | no | d898472ddefm14a.htm |
| EVANS BANCORP INC | 2024-11-07 | All stock | $8.4M | no | no | no | ny20037539x5_defm14a.htm |
| Markforged Holding Corp | 2024-11-13 | All cash | $4.6M | no | no | no | d871746ddefm14a.htm |
| Village Bank & Trust Financial Corp. | 2024-11-14 | All cash | $4.8M | no | no | no | tmb-20241114xdefm14a.htm |
| Manitex International, Inc. | 2024-11-20 | All cash | $4.9M | no | yes | no | d887136ddefm14a.htm |
| MARTIN MIDSTREAM PARTNERS L.P. | 2024-11-27 | All cash | $2.5M | no | no | no | d912670ddefm14a.htm |
| UNIVERSAL STAINLESS & ALLOY PRODUCTS INC | 2024-11-27 | All cash | $14.8M | no | no | no | d842335ddefm14a.htm |
| Avid Bioservices, Inc. | 2024-12-18 | All cash | $32.0M | no | no | no | ny20038150x5_defm14a.htm |
| ADAMS RESOURCES & ENERGY, INC. | 2024-12-20 | All cash | $4.0M | no | no | no | ea0223519-02.htm |
| FIRST OF LONG ISLAND CORP | 2024-12-31 | All stock | $11.8M | no | no | no | tm2430419-7_defm14a.htm |
| BRIGHTCOVE INC | 2024-12-31 | All cash | $7.9M | no | no | no | d902047ddefm14a.htm |
| Singular Genomics Systems, Inc. | 2025-01-15 | All cash | $1.5M | no | yes | no | d916382ddefm14a.htm |
| CROSS COUNTRY HEALTHCARE INC | 2025-01-22 | All cash | $20.0M | no | no | no | ny20039917x3_defm14a.htm |
| Aadi Bioscience, Inc. | 2025-01-31 | Not parseable | $3.5M | no | yes | yes | d923919ddefm14a.htm |
| William Penn Bancorporation | 2025-02-11 | All stock | $4.9M | no | no | no | d518638ddefm14a.htm |
| ENTERPRISE BANCORP INC /MA/ | 2025-02-19 | All stock | $22.5M | no | no | no | d843045ddefm14a.htm |
| Accolade, Inc. | 2025-02-20 | All cash | $19.8M | no | no | no | ny20041213x9_defm14a.htm |
| VOXX International Corp | 2025-03-03 | All cash | $7.5M | no | yes | no | tm252893-6_defm14a.htm |
| Amplify Energy Corp. | 2025-03-04 | Not parseable | $8.5M | no | no | no | tm256735-3_defm14a.htm |
| LOGILITY SUPPLY CHAIN SOLUTIONS, INC | 2025-03-04 | Cash and stock | $24.5M | no | no | no | ny20042527x2_defm14a.htm |
| MONEYLION INC. | 2025-03-05 | All cash | $41.0M | yes | no | no | ny20041772x1_defm14a.htm |
| ESSA Bancorp, Inc. | 2025-03-07 | All stock | $8.8M | no | no | no | d895315ddefm14a.htm |
| NEVRO CORP | 2025-03-10 | All cash | $10.0M | no | no | no | d857684ddefm14a.htm |
| Techpoint, Inc. | 2025-03-17 | All cash | $7.5M | no | no | no | d835162ddefm14a.htm |
| Paragon 28, Inc. | 2025-03-18 | All cash | $40.0M | no | no | no | ny20044078x2_defm14a.htm |
| NorthStar Healthcare Income, Inc. | 2025-03-18 | All cash | $22.5M | yes | no | no | nshi2025proxystatement.htm |
| Liberty TripAdvisor Holdings, Inc. | 2025-03-24 | All cash | $16.3M | no | no | no | tm251763-8_defm14a.htm |
| OptiNose, Inc. | 2025-04-15 | All cash | $4.5M | no | no | no | tm2510818-3_defm14a.htm |
| Safety Shot, Inc. | 2025-05-06 | All stock | $1.8M | no | no | no | formdefm14a.htm |
| YERBAE BRANDS CORP. | 2025-05-09 | All stock | $1.8M | no | no | no | formdefm14a.htm |
| SHYFT GROUP, INC. | 2025-05-14 | All stock | $13.7M | no | no | no | ny20046461x6_defm14a.htm |
| LENSAR, Inc. | 2025-05-19 | All cash | $8.5M | no | no | yes | d920080ddefm14a.htm |
| Southern States Bancshares, Inc. | 2025-05-21 | All stock | $15.0M | no | no | no | tm2515733-1_defm14a.htm |
| FARO TECHNOLOGIES INC | 2025-06-12 | All cash | $28.0M | no | no | no | d891999ddefm14a.htm |
| Vigil Neuroscience, Inc. | 2025-06-30 | All cash | $22.2M | no | no | no | d928340ddefm14a.htm |
| STAR EQUITY HOLDINGS, INC. | 2025-07-23 | All stock | $250K | no | yes | no | d71154ddefm14a.htm |
| CANTALOUPE, INC. | 2025-07-24 | All cash | $31.5M | no | yes | no | ny20051022x2_defm14a.htm |
| SpartanNash Co | 2025-07-31 | All cash | $35.4M | no | no | no | tm2518553-8_defm14a.htm |
| Provident Bancorp, Inc. /MD/ | 2025-08-07 | Cash and stock | $8.5M | no | no | no | tm2519337-8_def14a.htm |
| BIG 5 SPORTING GOODS Corp | 2025-08-08 | All cash | $2.0M | no | no | no | d40300ddefm14a.htm |
| CFSB Bancorp, Inc. /MA/ | 2025-08-15 | Cash and stock | $1.6M | no | yes | no | d28565ddefm14a.htm |
| DallasNews Corp | 2025-08-15 | All cash | $3.0M | no | no | no | d24897ddefm14a.htm |
| ZimVie Inc. | 2025-09-02 | All cash | $10.1M | yes | no | no | d910209ddefm14a.htm |
| City Office REIT, Inc. | 2025-09-08 | All cash | $16.0M | no | yes | no | d78875ddefm14a.htm |
| Evofem Biosciences, Inc. | 2025-09-08 | All stock | — | no | no | no | formdefm14a.htm |
| Performant Healthcare Inc | 2025-09-10 | All cash | $20.0M | no | no | no | ny20053735x2_defm14a.htm |
| AUGUSTA GOLD CORP. | 2025-09-18 | All cash | — | no | no | no | ea0257128-defm14a_augusta.htm |
| AMERICAN WOODMARK CORP | 2025-09-25 | All stock | $25.0M | no | no | no | d77274ddefm14a.htm |
| CoreCard Corp | 2025-09-26 | All stock | $7.5M | no | yes | no | ny20054061x1_defm14a.htm |
| Emeren Group Ltd | 2025-10-14 | All cash | $4.5M | yes | no | no | tm2524948d9_defm14a.htm |
| Metsera, Inc. | 2025-10-17 | All cash | $190.0M | no | no | no | d53787ddefm14a.htm |
| ODP Corp | 2025-10-27 | All cash | $36.6M | no | no | no | ny20056444x2_defm14a.htm |
| International Money Express, Inc. | 2025-11-05 | All cash | $27.3M | no | no | no | ny20053648x2_defm14a.htm |
| First Savings Financial Group, Inc. | 2025-11-06 | All stock | $10.0M | no | no | no | d93643ddefm14a.htm |
| TrueCar, Inc. | 2025-11-24 | All cash | $8.0M | yes | yes | no | tm2528639-6_defm14a.htm |
| DENNY'S Corp | 2025-12-01 | All cash | $10.3M | no | yes | no | d74771ddefm14a.htm |
| GULF ISLAND FABRICATION INC | 2025-12-03 | All cash | — | no | no | no | ny20056788x6_defm14a.htm |
| Sotherly Hotels Inc. | 2025-12-12 | All cash | $4.0M | no | yes | no | d23662ddefm14a.htm |
| Plymouth Industrial REIT, Inc. | 2025-12-18 | All cash | $40.1M | yes | no | no | plym_defm14a_2025_final.htm |
| MidWestOne Financial Group, Inc. | 2025-12-19 | All stock | $35.0M | no | no | no | tm2533807-1_defm14a.htm |
| MIDDLEFIELD BANC CORP | 2025-12-19 | All stock | $12.0M | no | no | no | d165847ddefm14a.htm |
| Blue Foundry Bancorp | 2025-12-23 | All stock | $9.7M | no | no | no | d71441ddefm14a.htm |
| IF Bancorp, Inc. | 2025-12-30 | All cash | $2.7M | no | no | no | d31613ddefm14a.htm |
| SYNCHRONOSS TECHNOLOGIES INC | 2026-01-05 | All cash | $7.8M | no | no | no | ny20060707x2_defm14a.htm |
| CRAWFORD UNITED Corp | 2026-01-05 | All cash | $9.0M | no | no | no | crawa20260103_defm14a.htm |
| OLYMPIC STEEL INC | 2026-01-14 | All stock | $15.0M | no | no | no | d75200ddefm14a.htm |
| DIAMOND HILL INVESTMENT GROUP INC | 2026-01-28 | All cash | $18.0M | yes | no | no | ny20061565x2_defm14a.htm |
| Ventyx Biosciences, Inc. | 2026-02-02 | All cash | $44.0M | no | no | no | d93324ddefm14a.htm |
| HERITAGE COMMERCE CORP | 2026-02-12 | All stock | $32.5M | no | no | no | d105934ddefm14a.htm |
| RYVYL Inc. | 2026-02-13 | All stock | — | no | no | no | ryvyldefm14a021326.htm |
| ON24 INC. | 2026-02-24 | All cash | $12.0M | no | no | no | d885656ddefm14a.htm |
| UNITED SECURITY BANCSHARES | 2026-02-25 | All stock | $7.7M | no | no | no | usb-defm14a.htm |
| FLUSHING FINANCIAL CORP | 2026-02-26 | All stock | $21.4M | no | no | no | d118843ddefm14a.htm |
| SWK Holdings Corp | 2026-03-03 | All stock | $8.2M | no | yes | yes | e26086_swkh-defm14a.htm |
| Udemy, Inc. | 2026-03-10 | All stock | $40.5M | no | no | no | ny20063463x1_defm14a.htm |
| Peakstone Realty Trust | 2026-03-16 | All cash | — | yes | no | no | ny20064692x2_defm14a.htm |
| SunOpta Inc. | 2026-03-18 | All cash | $41.5M | yes | yes | no | d106636ddefm14a.htm |
| CALAVO GROWERS INC | 2026-03-20 | Cash and stock | $12.9M | no | no | no | d15959ddefm14a.htm |
| FARMER BROTHERS CO | 2026-03-27 | All cash | $1.7M | yes | no | no | tm268832-2_defm14a.htm |
| Enhabit, Inc. | 2026-04-14 | All cash | $24.5M | yes | no | no | d48559ddefm14a.htm |
| Talkspace, Inc. | 2026-04-20 | All cash | $32.4M | no | no | no | d113811ddefm14a.htm |
| Barinthus Biotherapeutics plc. | 2026-04-30 | All stock | — | no | no | no | tm2613157-1_defm14a.htm |
| Whitestone REIT | 2026-05-19 | All cash | $36.0M | yes | yes | yes | d119916ddefm14a.htm |
| Affinity Bancshares, Inc. | 2026-05-29 | All cash | $5.5M | no | no | no | d123900ddefm14a.htm |
| TruBridge, Inc. | 2026-06-04 | All cash | — | no | no | no | d12788ddefm14a.htm |
| Esperion Therapeutics, Inc. | 2026-06-08 | All cash | $34.2M | no | no | no | tm2615754-2_defm14a.htm |
| KORE Group Holdings, Inc. | 2026-06-12 | All cash | $12.0M | no | yes | no | ny20068726x6_defm14a.htm |
| ELECTRO SENSORS INC | 2026-06-26 | All cash | $1.0M | no | no | no | ny20072844x2_defm14a.htm |
Methodology
The method is part of the product, not a disclaimer stapled to the end. A reader who cannot reconstruct the universe cannot cite the tracker.
The universe
Every DEFM14A definitive merger proxy filed with the SEC between 2024-07-01 and 2026-06-30 — eight completed calendar quarters — retrieved through EDGAR full-text search. That search returned 435 filings after collapsing multiple filings by the same target to the earliest one.
The window was two quarters in the first edition of this tracker and is eight from this one onward. The reason is stated rather than quietly changed: two quarters produced 26 deals, enough to print a median and not enough to cut it. Eight quarters buy the cuts at the cost of spanning more than one rate environment, and a reader who cares about that can rebuild any sub-window from the committed cache.
Preliminary proxies are excluded because they describe the same transaction and would double-count it. Blank-check and de-SPAC business combinations are excluded because they carry no negotiated break fee and their size reflects trust proceeds rather than an operating enterprise.
The size screen
Middle market is defined here as a transaction value between $25.0M and $1.00B. Transaction value is the figure the filing states; where a filing states none and the consideration is entirely cash, it is the stated cash price per share multiplied by shares outstanding from the target's XBRL cover facts.
A filing with no value evidence is excluded rather than estimated. Target revenue was tested as a fallback and dropped: a company can carry $700 million of revenue inside a $5 billion transaction, and screening on revenue quietly admitted deals several times larger than the band this tracker claims to cover. 330 filings were screened out in total, each with its reason recorded in the dataset.
How terms were extracted
Each filing is converted to plain text and read by pattern parsers that record both the value and the sentence it came from. Consideration is read only from the front of the document, where the price is stated, because later sections reuse the same vocabulary for tax discussion and historical recapitalisations.
Termination fees are the company fee — the one the target pays for walking. Reverse fees payable by the buyer are detected and discarded, as are figures that exceed 15% of transaction value, which are always a misread rather than a deal term.
These are keyword-and-shape parsers, not a legal reading. A term described in unusual language records as absent, so every presence rate here is a floor and never a ceiling.
What this sample is not
Public filings skew larger, better advised, and more disclosure-heavy than the private middle market. Nothing here should be read as describing deals that never reach an SEC filing, and no figure has been extrapolated beyond the 105 deals in the sample.
Distributions are suppressed below n=5. Shares are always reported against the full universe of 105, never against the subset that happened to disclose a given term.
Reproducing it
The pipeline is scripted end to end: fetch, parse, dedupe, screen, aggregate. Search results, XBRL facts, and per-filing extracts with their matched sentences are cached in the repository, so the tables rebuild offline from committed inputs.
One command regenerates everything from EDGAR: `npx tsx scripts/deal-terms/run.ts --refresh`. Run without the flag to rebuild from cache.
What this does not cover
The edge of the claim, stated on the face of the report. Every line below is something this dataset was asked to answer and cannot.
Private deals
Nothing here describes a transaction that never reaches an SEC filing. The private middle market — where most deals in this size band actually happen — files nothing, and no figure in this report has been extrapolated toward it.
Deals outside the size band
Transactions below $25.0M or above $1.00B of transaction value are screened out, as are 330 filings that stated no value and implied none. Large-cap break-fee convention is a different market and is not represented.
De-SPACs and blank-check combinations
Excluded by design. They carry no negotiated break fee, and their size reflects trust proceeds rather than an operating enterprise, so counting them would inflate the universe with transactions that share none of its economics.
The legal reading of any term
These are keyword-and-shape parsers, not counsel. A term described in unusual language records as absent, which makes every presence rate here a floor and never a ceiling. Nothing in this report is a view on whether a given clause is enforceable, market, or well drafted.
Outcomes
The tracker reads what was agreed at signing. It does not follow whether the deal closed, whether a fee was ever paid, whether a go-shop produced a topping bid, or how any of these agreements were later amended.
Anything below the reporting floor
Distributions are suppressed under n=5, and shares are always reported against the full universe of 105 rather than the subset that happened to disclose a term. Where a cell is blank, the honest answer was that the sample could not carry it.
Sources
Three free public SEC endpoints, and nothing else. No paid data source is involved, and no figure in this report was bought, licensed, or taken from a third-party summary.
- SEC EDGAR full-text search
Defines the candidate set. Every filing in the universe came back from this endpoint for the stated forms and window, and the raw responses are committed to the repository.
- SEC EDGAR Archives
The filings themselves. Each deal row below links to the exact document the parsers read.
- SEC XBRL company facts
Cover-page share counts, used only to imply an equity value where an all-cash filing states no headline transaction value. Every implied value is labelled as implied in the dataset.
Rebuild it yourself
Disagree with a number? Regenerate it. The pipeline is scripted end to end — fetch, parse, dedupe, screen, aggregate — and the search results, XBRL facts and per-filing extracts are committed, so the tables rebuild offline from the inputs they came from.
npx tsx scripts/deal-terms/run.ts --refreshDataset on disk: docs/data/deal-terms-tracker/dataset.json. Drop the --refresh flag to rebuild from the committed cache without touching the network.
Citing this edition
BankingBeast, “Deal Terms Tracker — Q3 2024 – Q2 2026”, 2026-08-04. n = 105 middle-market merger agreements, Q3 2024 – Q2 2026. https://bankingbeast.com/reports/deal-terms-tracker