Insights

The Benelux Software M&A Market Is Shifting: What Tech Investors Are Prioritising Now

Mar 3, 2026

Across 60+ investor meetings this year, the drivers of successful deals have become more defined. Five themes stand out.

Deal certainty is being prioritised. Transaction certainty has become increasingly important given the current fundraising backdrop. A tight buyer list improves intimacy, diligence pace, and outcomes – and more extensive due diligence is now the norm, making upfront transparency essential to de-risking a process.

Valuation expectations are resetting. Multiples have reset, and unrealistic pricing is treated as execution risk. Sellers are trading peak price for certainty, and early calibration on valuation avoids broken processes and credibility loss.

Deal sourcing is shifting in-house. Most funds now source deals internally. Buy side advisors are typically used for access and market intelligence rather than origination. Thesis-led target maps consistently outperform opportunistic deal hunting, and while advanced tooling is improving idea generation, intel on access, process, and valuation remains a human advantage.

Buyers are tightening the profitability bar. Defensible, profitable growth is now a requirement – presenting a “path to profitability” is no longer sufficient. Recurring revenue quality, including churn, upsell, and cross-sell, drives successful outcomes. Clear vertical positioning creates moats in ways that generic or horizontal software cannot.

Value creation is becoming institutionalised. Multiple arbitrage is less available, making operating partners more central to returns. Internal expertise has shifted from nice-to-have to need-to-have, and operational excellence teams are increasingly involved pre-deal to begin value creation from day one.


These dynamics have a direct bearing on how software companies should approach exit preparation. If you are a founder or VC/PE leader exploring exit options, learn more about our Exit Readiness Scan here.