How to Track Indemnity Escrow Size

How to track indemnity escrow size is a holdback-as-percent-of-deal-value ledger from signing through funding and release, not a remaining-dollars-versus-claims tab and not a purchase-price-adjustment escrow tab. For each signed deal, log whether an indemnity escrow or holdback exists, the size copied from the PDF, the RWI overlay on size, how SRS Acquiom sits as a different population, how the row overlaps with escrow-holdback-tracking, how it overlaps with purchase-price-adjustment-escrow-tracking, and status. Raziel's escrow holdback tracking page is remaining dollars versus claims after close. This page is indemnity escrow size.

This is not legal, tax, insurance, or investment advice. Raziel does not provide it. Copy the indemnity escrow amount from the PDF. Do not paste Goulston's purchase-price-adjustment escrow prints (58% / 42%) onto this indemnity-escrow-size row, and do not blend SRS Acquiom's 10.0% into the ABA medians.

What this ledger is (and is not)

Indemnity escrow size is the portion of purchase price placed in escrow (or retained as a holdback) to secure seller indemnification, usually stated as a dollar amount and as a percent of deal value. Inkvex, APA Indemnity Risk Map, recapping the ABA 2025 US Private Target Study (n=139), prints escrow / holdback median 2.40% of deal value overall, 7.22% on no-RWI deals, and 0.50% with RWI. Means: 4.58% overall / 7.50% no-RWI. The same Inkvex recap prints that 44% of deals have no escrow (recovery then depends on seller solvency). Label those as an Inkvex recap of ABA 2025. SRS Acquiom 2026 M&A Deal Terms Study (Inkvex cites n=2,300+): median indemnification escrow 10.0% in that separate mid-market population. Label 10.0% as SRS Acquiom (different population). Do not blend it into the ABA medians. Goulston and Storrs, 2025 ABA Private Target M&A Deal Points Study: What's Market? (May 6, 2026), prints a separate purchase price adjustment escrow in 58% of deals, and that 42% of those make the PPA escrow the sole source of recovery (from 11% in 2017). Keep 58% / 42% on purchase-price-adjustment-escrow-tracking. Do not paste 58% / 42% onto this indemnity-escrow-size row. The ABA 2025 US sample frame (K&L / BLT) is 139 agreements, $25M to $900M, 42 simultaneous / 97 deferred. Those are study snapshots. Your escrow agreement and indemnification article control.

This ledger is not escrow-holdback-tracking (remaining dollars versus claims after close), not purchase-price-adjustment-escrow-tracking (the true-up pot), and not indemnity-cap-tracking (the ceiling, which may exceed escrow). A deal with no escrow is a solvency row, not a silent 2.40%.

Seven columns on one row

Open one row per signed deal. Attach the escrow agreement, the indemnification article, and pointers to remaining-balance and PPA escrow.

• Present or none. Indemnity escrow or holdback present, or none. Inkvex recapping ABA 2025: 44% of deals have no escrow (recovery depends on seller solvency). Copy presence from your PDF. Do not paste 2.40% onto a no-escrow paper.

• Size copied. Dollars and percent of deal value. Inkvex recapping ABA 2025: escrow / holdback median 2.40% of deal value overall (mean 4.58%). Copy the signed amount. Do not invent a percent from a study median.

• RWI overlay. Inkvex recapping ABA 2025: with RWI the median falls to 0.50%; no-RWI median 7.22% (mean 7.50% no-RWI). Copy whether the deal has RWI and the escrow size on that overlay. Do not paste 0.50% onto a no-RWI paper.

• SRS Acquiom (different population). SRS Acquiom 2026 M&A Deal Terms Study (Inkvex cites n=2,300+): median indemnification escrow 10.0% in that separate mid-market population. Label as SRS Acquiom. Do not blend 10.0% into the ABA 2.40% / 7.22% / 0.50% medians.

• Overlap pointer to escrow-holdback-tracking. Pointer only. That page is remaining dollars versus claims versus release dates after close. This row is the size booked at signing and funding. Mark the pointer. Do not rewrite that page.

• Overlap pointer to purchase-price-adjustment-escrow-tracking. Pointer only. Goulston May 6, 2026: separate PPA escrow in 58% of deals; 42% of those make it sole source (from 11% in 2017). Keep 58% / 42% on that page. Do not paste 58% / 42% onto this indemnity-escrow-size row. Mark whether both pots exist.

• Status. Copied, funded, claimed against, partially released, fully released, or none (seller-solvency only). When dollars move, book the date so size at signing is not overwritten by remaining after a release.

Copy the clause, not the study percentage

Do not paste 2.40% onto a no-escrow paper or onto a PPA escrow. Do not paste 10.0% (SRS Acquiom, different population) onto an ABA-sized deal as if it were the same sample. Do not paste 58% / 42% (PPA escrow presence / sole source) onto this indemnity-escrow-size row. Do not fold this row into escrow-holdback-tracking, purchase-price-adjustment-escrow-tracking, or indemnity-cap-tracking. Remaining is the after-close ledger. PPA escrow is the true-up pot. The cap is the ceiling. This row is how large the indemnity escrow is, and whether one exists at all.

When a close or a claim arrives, log whether the PDF funded an indemnity escrow, the size as a percent of deal value, whether RWI sat on the deal, and whether a separate PPA escrow sat nearby. That trail is what indemnity counsel will ask for first.

When the ledger holds

The row holds if the seven cells are copied from the PDFs (or marked missing). It fails when you invent an escrow size, blend SRS Acquiom 10.0% into ABA medians, paste 58% / 42% onto this row, or treat the remaining-balance tab as if it answered the size-at-signing question. Raziel's alternative asset dashboard is where the escrow amount, the RWI flag, and any funding or release should sit together. Raziel does not hold escrow and does not decide your size dispute. Copy the seven columns.