<b>An earnout isn't a deal sweetener. It's you financing the buyer's risk for free.</b>

<b>An earnout isn't a deal sweetener. It's you financing the buyer's risk for free.</b>
When a buyer offers 30% up front and 70% "performance-based," read it plainly: they don't believe your numbers and they want YOU to prove them — on their terms, after they control the asset.
— You lose operational control but keep the downside
— They can starve the site of spend and tank your clawback
— "Performance" is defined in their spreadsheet, not yours
Earnouts are fine. At a price. Cash-now should be 20-30% cheaper than earnout-maybe. Most sellers eat the risk and call it a win. Your hold thesis on that earnout — let's hear it.