How do you treat rollover equity in a strategic deal where founders roll part of their shares?

Rollover equity means sellers reinvest part of their proceeds into the buyer or combined company. Economically, it reduces cash consideration and keeps sellers exposed to future upside. Accounting depends on whether the rollover is part of purchase consideration, compensation, or a separate equity transaction. In modeling, show gross purchase price, rollover amount, net cash paid, seller ownership, and dilution.