Exit Multiples by Industry 2026: EBITDA & Revenue Benchmarks

Last reviewed by Olena Petrosyuk on September 24, 2026

Exit multiples by industry in 2026 run from a low single-digit multiple of cash flow for a Main Street business to double-digit EBITDA for a healthcare IT platform. Most lower-middle-market companies change hands in a 4x–8x EBITDA corridor, and private SaaS is priced on ARR instead. The industry sets the band; your size, growth, margins and owner dependence decide where in it you land, and the bands are wide enough that this matters more than the label.

Exit Multiples by Industry 2026: EBITDA & Revenue Benchmarks

An exit multiple is the price a buyer pays expressed as a multiple of EBITDA, revenue or ARR. In 2026, Main Street businesses sell for about 2.7x cash flow, lower-middle-market companies for single-digit EBITDA multiples that climb with sector and size, and SaaS for a multiple of ARR rather than profit. In our work on 150+ valuations, size and growth move the number more than the industry label does.

Every multiple below comes from a report we opened while writing this, labelled with its period, because a peak-cycle SaaS multiple is not a 2026 one. Waveup has completed 150+ valuations and supported 50+ M&A transactions; if you want the number for your company rather than your sector, that's our business valuation service. This is the homework before it.

What's the difference between revenue and EBITDA multiples?

A revenue multiple prices what a company sells; an EBITDA multiple prices what it keeps. Buyers use revenue or ARR multiples when there's no profit to price yet, and EBITDA or SDE multiples when cash flow is the point of the purchase. The same company can look like a 4x business on one and a 20x business on the other, which is why deals quote both.

  • EV/EBITDA. Enterprise value over trailing 12-month EBITDA, almost always recast for one-offs and owner perks. The default from roughly $1M of EBITDA up; what PE and strategic buyers quote.
  • SDE multiple. Price over seller's discretionary earnings (EBITDA plus one owner's pay and perks). Owner-operated businesses under about $1M of profit; brokers, individuals, search funds.
  • EV/Revenue. Enterprise value over trailing revenue. Used when there's no profit to price yet, or the buyer is paying for a growth engine. Ignores margin completely.
  • ARR multiple. Enterprise value over annual recurring revenue. The SaaS standard; services and one-off fees get stripped out first.

The choice is about what the buyer is buying. A fund acquiring a profitable manufacturer is buying cash flow it can lever, so it prices EBITDA. A software acquirer buying a growing product with no profit is buying growth and retention, so it prices ARR: private SaaS M&A closed at a median 4.0x trailing revenue in Q2 2026 (Software Equity Group). Below about $1M of ARR the same product is priced on SDE instead (FE International). Marketing agencies sell on adjusted EBITDA, with revenue acting as a ceiling rather than a method (Axial).

The seller's trap is switching metrics to flatter the number: the same company can be a 1x-revenue business or a 10x-EBITDA business depending on the sentence, and the buyer believes the lower one. The metric choice itself is covered in EBITDA vs revenue.

Exit multiples by industry in 2026: the table

Lower-middle-market EBITDA multiples in 2026 cluster in a 4x–8x corridor for services, manufacturing, healthcare and consumer businesses, with software, healthcare IT and specialist industrials reaching double digits. Revenue-priced sectors run on their own scale: SaaS on a multiple of ARR, IT services on a revenue multiple barely above par. The table below lists the range, deal-size context and source for each row; sectors we couldn't verify are left out.

How to read it: each row shows the range its source reports, for the deal sizes and period it covers. Nothing is averaged across sources; a six-figure marketplace on Flippa and a billion-dollar healthcare deal share only the word 'multiple'.

Exit multiples by industry, 2026: ranges as reported by each source, with the period each covers. Not blended across sources.

IndustryEV/EBITDA (or SDE) rangeEV/Revenue or ARR rangeDeal-size contextSource (period)
B2B SaaS23.0x median on the minority of deals with disclosed EBITDA (IQR 12.8x–47.1x); most targets are priced on ARR2x–3x ARR under $1M ARR, 3x–5x at $3M–$5M, 5x–7x at $20M+, top quartile 8x+; M&A median 4.0x trailing revenue$1M–$50M ARR; institutional buyers from about $3M ARRFE International (Aug 2026), SEG (Q2 2026), Aventis Advisors (2015–2026)
Software, all models19.0x median; 17.2x on deals under $5M, 12.2x at $5M–$20M, 26.9x above $500M3.7x median; 2.1x under $5M deal size, 5.3x at $100M–$500M, 6.7x above $500M1,325 deals with disclosed revenue multiples, all sizesAventis Advisors (2015–2025, updated Jan 2026)
E-commerce / DTC brands2.5x–5x for smaller DTC brands, 7x+ for larger professionally managed operations; mid-market 3x–6x; owner-operated 2x–4x SDERarely used; subscription e-commerce 4x–10x ARRAggregators paying 3x–4x in 2026 versus 6x–7x in 2020–21FE International (Apr 2026)
Online marketplaces (small)2.02x median net profit; 1.68x at $10K–$100K rising to 2.43x at $1M+2.0x–4.0xSub-$5M online businesses sold on FlippaFlippa (2024–25 deals, Nov 2025)
Fintech5.8x–16.4x at $1M–$3M EBITDA and 7.1x–17.4x at $3M–$10M, depending on growth and recurring share7.6x median across 416 fintechs (mostly public comps and funding rounds); payments median 3.6x, wealthtech 16.2xRevenue-priced until profitable; the averages hide a long tailFirstPageSage (Jan 2025), Finro (Q1 2026)
Healthcare servicesPhysician practices 3.5x–7x (9x cited at the top); dental about 3x–8x; behavioral health 4.5x–12x; veterinary 8x–14x; bankers' medians 4.8x under $1M EBITDA to 8.5x at $10M–$25MRarely used$1M–$25M EBITDA; PE platforms cluster at $3M–$10MAxial healthcare survey (Sept 2026), Pepperdine (2026), FOCUS (2026)
Healthtech / healthcare IT5x–11x reported by M&A advisors, 10x–15x by investors; 8.2x–14.4x on the FOCUS dashboard4x–6x for general healthtech B2B SaaS; 6x–12x+ for premium AI and data platforms; 2.5x–4x for sub-scale or unprofitable assetsARR-priced when pre-profit; EBITDA-priced from about $1MAxial (Sept 2026), FOCUS (2026), healthcare.digital (mid-2026)
Business services and agenciesMarketing agencies 2.5x–3.9x under $1M EBITDA, 4x–7x at $2M+, 8x–10x above $5M; 6.46x average at $2.4M EBITDA, up to 12x for strategic fits; bankers' medians 4.8x to 7.5x by sizeAbout 1x revenue acts as a ceiling, not a method$500K–$10M EBITDA; 80% of $5M–$15M agency deals go to strategic buyersAxial (Nov 2025), Pepperdine (2026)
IT services and MSPs10.4x median; MSPs 10.7x, IT consulting 9.8x, resellers 7.8x, cybersecurity services 16.1x; bankers' medians 5.0x–7.5x at lower-middle-market sizes1.1x median; 1.3x in H1 2026 (22 deals)Control deals with disclosed multiples, all sizes; small deals sit at the banker mediansAventis Advisors (2015–H1 2026), Pepperdine (2026)
Manufacturing and industrialsBankers' medians 5.0x under $1M EBITDA to 7.0x at $10M+; industrial technology and aerospace & defence 8x–12x; HVAC 5x–13x; construction and engineering 3x–6x; metals under 5xRarely primary; PE buyouts under $25M EBITDA pooled at 1.0x–2.0x revenue$1M–$25M EBITDA; industrials are 27% of Axial deal flowPepperdine (2026), Axial industrials survey (May 2026)
Consumer products, food and beverageBankers' medians 4.2x under $1M EBITDA to 8.5x at $10M–$25M; mid-market consumer deals 9.2x median in 2025, a 10-year low; strategics 8.6x versus PE 10.4xRarely usedMain Street restaurants sold at a $205K median price; deals above $250M were a record 30.6% of mid-market consumer volumePepperdine (2026), Capstone Partners (2025 data, Apr 2026), BizBuySell (Q2 2026)
Transportation and logistics5.3x–9.6x at $1M–$3M EBITDA, 6.3x–12x at $3M–$10M; executed LOIs 2.2x–16.2x with a median near 9xRarely usedAsset-light, contract-backed operators at the top; asset-heavy truckload at the bottomFirstPageSage (Jan 2025), Axial LOI data (2024–25)
Media and entertainment3.5x–10.2x at $1M–$3M EBITDA, 4.3x–12.1x at $3M–$10MRarely usedDeals skew large; media ranks 14th of 15 sectors for lower-middle-market buyer interestFirstPageSage (Jan 2025), Axial (Feb 2026)
Main Street, all industries2.7x cash flow (SDE) average in Q2 2026; brokers' median SDE 2.5x under $499K to 4.25x above $5M; DealStats median 3.5x EBITDA in Q4 20250.7x averageMedian sale price $349,250 across 2,117 dealsBizBuySell (Q2 2026), Pepperdine (2026), BVR DealStats (Feb 2026)

Two things stand out. The EBITDA ranges overlap: manufacturing, healthcare services, business services and consumer goods all sit in the same corridor at lower-middle-market sizes in Pepperdine's banker survey, and the size table below shows how narrow it is. And software's public benchmark has deflated in a single quarter, to 3.3x trailing revenue at the end of March 2026 (FE International, citing PitchBook), so private buyers no longer anchor on a generous public comp.

Where multiples are heading in the second half of 2026
  1. 64% of the 79 lower-middle-market dealmakers Axial surveyed in July 2026 expect multiples to hold, 15% a rise, 21% a fall (Axial).
  2. Mid-market advisors expect a typical 6.8x and a premium 9.8x in 2026, after a 9.8x average in 2025 (Capstone Partners).
  3. At the small end, the DealStats median price-to-EBITDA slipped to 3.5x in Q4 2025 from 3.7x the quarter before (BVR).

In 2026, private-company exit multiples sit in three tiers, and each tier has its own data. Main Street businesses sold through brokers close at about 2.7x cash flow (BizBuySell). Lower-middle-market companies trade at investment-banker medians in the mid-to-high single digits, rising with sector and size (Pepperdine Private Capital Markets Report). Mid-market deals average just under 10x and the global M&A median just over it, with healthcare well above that line and energy below (PitchBook). Revenue-priced sectors run on their own scale, and the table below puts every benchmark next to its source and period.

Market-level exit multiples by deal tier, 2026, each as reported by its source for the period shown; not blended across sources. Sources: BizBuySell Insight Report (Q2 2026), Pepperdine Private Capital Markets Report (2026), GF Data via ACG (Q1 2026), Capstone Partners Middle Market M&A Valuations Index (2025 data), PitchBook Q2 2026 Global M&A Report, Software Equity Group (Q2 2026), FE International (Aug 2026, citing PitchBook for public comps), Aventis Advisors (2015–H1 2026).

TierBenchmarkMultipleSource (period)
Main Street (brokered)Average cash-flow (SDE) multiple; median sale price $349,2502.7xBizBuySell (Q2 2026)
Main Street (brokered)Average revenue multiple0.7xBizBuySell (Q2 2026)
Main Street (brokered)Brokers' median multiple by deal size, SDE basis (EBITDA basis in brackets)2.5x–4.25x (3.0x–7.5x)Pepperdine (2026)
Lower middle market, $1M–$25M EBITDAInvestment-banker median EV/EBITDA, by sector and size4.5x–8.5xPepperdine (2026)
Lower middle market, PE-sponsoredAverage EV/EBITDA7.3xGF Data (Q1 2026)
Mid-marketAverage EV/EBITDA9.8xCapstone Partners (2025)
Global M&AMedian EV/trailing EBITDA10.2x overall; healthcare 12.6x, energy 8xPitchBook (Q2 2026)
Private SaaS M&AMedian EV/trailing revenue4.0xSoftware Equity Group (Q2 2026)
Lower-middle-market SaaSARR multiple, by size2x–7xFE International (Aug 2026)
IT servicesMedian EV/revenue and EV/EBITDA1.1x revenue; 10.4x EBITDAAventis Advisors (2015–H1 2026)
Public enterprise SaaSEV/trailing revenue, end of March 2026 vs end of 20253.3x, down from 4.9xFE International, citing PitchBook

How much does company size change an exit multiple?

A lot, and more than most sellers expect. Investment bankers surveyed by Pepperdine in 2026 reported median multiples rising with the company's EBITDA in every sector they track: business services, for instance, climbs from 4.8x for the smallest companies to a 7.5x peak. Financing gets easier with size, the buyer pool widens, and buyers pay for the lower risk of a business that runs without its owner.

Median EBITDA multiples reported by investment bankers on closed deals, by the company's EBITDA, 2026 survey (Pepperdine Private Capital Markets Report, Table 31). '—' means too few observations.

IndustryUnder $1M EBITDA$1M–$5M$5M–$10M$10M–$25M$25M+
Manufacturing5.0x5.2x6.5x7.0x7.0x
Construction3.5x5.0x6.5x8.0x7.2x
Consumer goods4.2x4.5x5.5x8.5x8.0x
Wholesale3.5x5.5x6.0x8.0x7.0x
Business services4.8x6.2x6.5x7.5x7.0x
Health care4.8x6.0x6.5x8.5x—
Information technology5.0x7.0x6.0x7.0x7.5x

The same staircase appears wherever data is cut by size. Private SaaS runs from 2x–3x ARR for the smallest companies to more than double that at scale (FE International). Software M&A revenue multiples climb the same way from the smallest deals to the largest (Aventis Advisors). Both staircases are in the industry table above.

Why does size pay? Senior debt gets markedly easier above $5M of EBITDA, per the same Pepperdine survey, so leveraged buyers can pay more for the same cash flow. The buyer pool changes too: PE funds and independent sponsors now account for less than half of Axial's closed deals, down from a clear majority in 2021, as search funds and individual investors take a growing share (Axial). And a $10M-EBITDA business has a management layer, which removes the key-person discount a founder-run one carries.

Buyer mix on closed lower-middle-market deals, by buyer type (Axial, Feb 2026).

Buyer typeShare of Axial closed deals, 2025Trend
PE funds and independent sponsors45%Down from 61% in 2021
Search funds14%Growing
Individual investors13%Growing

What moves an exit multiple up or down?

Eight things, in roughly this order: growth rate, margin, recurring revenue share, retention, customer concentration, owner dependence, size, and who is buying. Each one moves you within your sector's band rather than out of it. In our work we see 2–3x gaps between what founders expect and what the market supports; closing that gap starts with an honest score on these eight.

  • Growth. Public software clearing the Rule of 40 trades at close to three times the revenue multiple of the rest (FE International, citing PitchBook). In FirstPageSage's private tables, trailing growth is one of the two strongest considerations after size.
  • Margin. Agency buyers name an EBITDA margin above 20% as the top value driver (Axial). Single-digit margins are much of why eight-figure DTC brands sell at low single-digit EBITDA multiples (FE International).
  • Recurring revenue. FirstPageSage tables the same software company at a multiple roughly half again higher when its revenue is recurring (FirstPageSage). HVAC shows the same pattern, with contract-backed service books at the top of a wide range (Axial).
  • Retention. The top-quartile ARR deals go to SaaS that clears the growth bar with net revenue retention above 120% (FE International). Agency buyers check three to four years of client-by-client churn.
  • Customer concentration. Buyers want no client above 10% of revenue and a cap on the top three combined (Axial); above that, price moves into an earnout.
  • Owner dependence. A founder who is the sales engine gets 'addressed through the deal structure': earnouts and a 6–12-month transition. Key-employee turnover alone takes roughly two turns off a high-growth manufacturer's multiple in FirstPageSage's tables.
  • Size. See the table above; it's the one factor you can't fix in six months.

Evidence for each value driver, as reported by the sources in this post. Sources: FE International SaaS report (Aug 2026, public comps via PitchBook), FE International e-commerce report (Apr 2026), FirstPageSage (Jan 2025), Axial agency guide (Nov 2025), Axial industrials survey (May 2026), Pepperdine (2026), Crowdfund Insider, on PitchBook data (Jul 2026), Bain Global Private Equity Report (2026).

DriverWhat the data showsEffect on the multipleSource (period)
GrowthPublic software clearing the Rule of 40 vs the rest, EV/trailing revenue6.6x vs 2.3xFE International, citing PitchBook (Q2 2026)
GrowthPrivate tables: last-12-month growth is one of the two strongest considerations after sizeNot quantifiedFirstPageSage (Jan 2025)
MarginAgency buyers' top value driver: EBITDA margin above 20%Top-ranked driverAxial (Nov 2025)
MarginEight-figure DTC brands at a 7%–8% median EBITDA margin2.5x–5x EBITDAFE International (Apr 2026)
Recurring revenueSoftware company at $1M–$3M EBITDA, non-recurring vs recurring revenue7.4x vs 10.8xFirstPageSage (Jan 2025)
Recurring revenueHVAC, contract-backed books at the top of the range5x–13xAxial industrials (May 2026)
RetentionSaaS clearing the Rule of 40 with net revenue retention above 120%Top quartile, 8x+ ARRFE International (Aug 2026)
Customer concentrationThreshold agency buyers apply: no client above 10% of revenue, top three below 25%Above it, price moves into an earnoutAxial (Nov 2025)
Owner dependenceHigh-growth manufacturer at $1M–$3M EBITDA, without vs with key-employee turnover9.3x vs 7.2xFirstPageSage (Jan 2025)
Who is buyingBankers observing a strategic premiumHalf of respondents; most common premium 11%–20%Pepperdine (2026)
Who is buyingPE sponsors vs corporates, median EV/trailing EBITDA12.2x vs 9.3xCrowdfund Insider, on PitchBook data (Q2 2026)
Who is buyingAnnual EBITDA growth a typical buyout needs for a 2.5x return10%–12% now, vs 5% in the 2010sBain (2026)

Then there's who is buying. Half of the bankers in Pepperdine's survey observed a strategic premium and half didn't, and at the large end the data cuts the other way: PE sponsors paid a higher median multiple than corporates in Q2 2026 (Crowdfund Insider, on PitchBook data). Our read after 50+ transactions: a strategic pays a premium when it can underwrite specific synergies, not because it is a strategic. A financial buyer prices EBITDA and cash flow and nothing else, and because a typical buyout now needs roughly double the annual EBITDA growth it did in the 2010s to earn its target return (Bain), it prices with a sharper pencil.

The headline price is rarely the take-home number
Financial buyers usually ask management to roll 10%–30% of their equity; Pepperdine's bankers report rollover in 46% of closed deals and seller financing in 54%. In our work, a $25M all-cash offer can net founders more than a $35M deal with 25% rollover and a 3-year earnout. Run the waterfall across share classes before you pick the bigger number.

How to price a business for sale in 2026

Five steps: normalise EBITDA (or SDE) with defensible add-backs, pick the comparable set that matches your sector and size, apply the range and place yourself within it honestly, sanity-check the result with a DCF, then model the deal structure, because an all-cash offer can net founders more than a bigger headline price that comes with rollover and an earnout. We use DCF, comparable transactions and the VC method together.

  1. Normalise earnings. Trailing-12-month EBITDA (or SDE if owner-operated), with only the add-backs a quality-of-earnings review will accept: genuine one-offs, above-market owner pay, personal expenses.
  2. Pick the comparable set. Your sector, your EBITDA band, your buyer type. A $2M-EBITDA agency compares to Axial's agency data, not a PitchBook software deal.
  3. Apply the range and place yourself honestly. Score the seven factors above; two or three weak ones put you below the median.
  4. Sanity-check with a DCF. If the two values are 30% apart, an assumption is wrong; find it before a buyer does.
  5. Model the structure. Cash at close, earnout, rollover, seller note, working-capital peg. Price the deal you'd bank.

The first step is where sellers lose credibility. Recast EBITDA multiples dominate how bankers value private companies, and PE investors weight recast EBITDA above unadjusted EBITDA in their multiple-based methods (Pepperdine), so every add-back will be tested. In our work, 7 of 10 founders underestimate what buyers ask for in diligence. A due diligence pass before market costs less than a re-trade after the LOI.

Steps two to four are the valuation itself. Bankers lean on guideline transactions first, DCF second and capitalisation of earnings third (Pepperdine again); we work the same way. Triangulating exposes the gap: we see 2–3x gaps between founder expectations and what the market supports, and Pepperdine's bankers say a gap a fraction of that size is the most common reason a process dies. Only 14% of owners have had a professional valuation (BizBuySell); the table below has the weights and the failure rates.

How bankers and PE investors weight valuation methods, why sale processes fail, and how deals get closed. Sources: Pepperdine Private Capital Markets Report (2026), BizBuySell Insight Report (Q2 2026), Axial agency guide (Nov 2025).

FindingFigureSource (period)
Bankers' weight on guideline transactions37%Pepperdine (2026)
Bankers' weight on DCF24%Pepperdine (2026)
Bankers' weight on capitalisation of earnings15%Pepperdine (2026)
PE investors' weight on recast EBITDA multiples, vs unadjusted EBITDA33% vs 30%Pepperdine (2026)
Most common valuation gap that kills a process11%–20%Pepperdine (2026)
Median share of banker engagements that never close32%Pepperdine (2026)
Owners who have had a professional valuation14%BizBuySell (Q2 2026)
Closing tools, share of closed deals: seller financing / rollover equity / lowered multiple54% / 46% / 30%Pepperdine (2026)
Cash received at closing by agency sellers with about $2.4M of EBITDAAbout 59% of the priceAxial (Nov 2025)
Worked example: a $3M-EBITDA business-services company
Pepperdine's 2026 banker median for business services at $1M–$5M of EBITDA is 6.2x, so the midpoint is $18.6M of enterprise value. With 60% of revenue on multi-year contracts, no client above 10% and a GM running sales, we'd argue for around 7x, or $21M. With one client at 40% and the founder closing every deal, buyers start near 5x, or $15M, and bridge the rest with an earnout. Same EBITDA, $6M apart, before anyone negotiates.

The last step is where the money moves. Seller financing appears in more than half of closed deals, with rollover equity and a lowered multiple the next most common tools for getting a deal done (Pepperdine). Agency sellers with about $2.4M of EBITDA received roughly 59% of the price at closing (Axial). Your CIM should already reflect the structure you'll accept. The full process is in how to sell your startup, and what advisors charge for it in M&A advisor fees.

How do VCs use exit multiples in the venture capital method?

The VC method works backwards from a sale. Project a Year-5 profit or revenue figure, multiply it by an exit multiple from today's comparables (10x is the classic assumption), divide by the fund's target return to get a post-money value today, then subtract the cheque for pre-money. A raise prices a discounted future exit, while a sale prices trailing earnings now, which is why the two multiples rarely match.

The formula discounts a projected exit value back to today at the fund's required return, then subtracts the cheque to get pre-money (Equidam). Exit value is a Year-5 metric times a multiple, and 10x is the textbook assumption. Run the textbook numbers for a fund that wants the same return on its cheque and it needs a fifth of the company at exit, before later-round dilution pushes the required stake higher; the table below shows the arithmetic.

Venture capital method, worked example, before later-round dilution. Formula per Equidam: post-money today = exit value ÷ (1 + required return)^years; pre-money = post-money minus the cheque. Dilution bands are what a healthy round costs at each stage.

StepFigure
Year-5 EBITDA (projected)$5M
Exit multiple assumed10x
Exit value$50M
Fund's cheque$1M
Fund's target return10x
Proceeds the fund needs at exit$10M
Stake required at exit20%
Post-money valuation today$5M
Pre-money valuation$4M
Healthy-round dilution, pre-seed and seed15%–20%
Healthy-round dilution, Series A18%–25%

Why does a raise use a different multiple from a sale? The VC's multiple sits on a projection five years out, and in about 60% of the models we review the first-year revenue projection is already 2–3x too aggressive. Dilution sits between the two: a healthy round costs roughly a fifth of the company at each stage from pre-seed to Series A, per the bands in the table above. And a round buys a minority stake priced for growth; a sale prices control of the business as it is today. The round-side maths is in startup valuation methods, post-money valuation and startup dilution per round.

If your deck assumes a 10x exit and the industry table says half that, an investor will re-run the maths at the sourced number and halve the valuation. Use a multiple you can source, and let the growth story carry the premium.

Where your exit multiple lands in the range

Top of the range when…

  • Revenue growing 20%+, net revenue retention above 100% (120%+ in SaaS), margin above the sector norm
  • 60%+ of revenue recurring or contracted; no customer above 10% of sales
  • A management team runs sales and operations; the founder could be gone for a quarter
  • EBITDA above $5M, reviewed or audited financials, add-backs with paper behind them
  • More than one credible buyer type at the table, including a strategic with a synergy case

Bottom of the range when…

  • Growth is flat, or the last 12 months relied on one project or one price rise
  • Project-based revenue dominates, or the top three clients exceed 25% of sales
  • The founder is the sales engine and the key relationships leave with them
  • EBITDA under $1M, or add-backs aggressive enough to invite a quality-of-earnings fight
  • One interested buyer, on their timeline rather than yours

Timing does the rest. Start one to two years before you intend to close: most items in the left column take a year to build, and buyers verify them over trailing periods. Most owners don't; 64% of sellers had no formal exit planning before engaging a broker (Pepperdine). A sell-side process still takes up to a year industry-wide; our clients close a median 70% faster than founders and sellers running it alone (2024–2025 cohort).

Want a defensible number before you talk to buyers? Waveup has completed 150+ valuations and supported 50+ M&A transactions since 2014. We'll tell you which band you're in and what would move you up it.
Talk to our valuation team

Frequently asked questions

What is a good EBITDA multiple for a small business?
For an owner-operated business under about $1M of profit, buyers price on SDE rather than EBITDA, and the average closed deal in Q2 2026 was 2.7x cash flow (BizBuySell). Brokers' medians rise with deal size, from 2.5x SDE on the smallest deals to 4.25x on the largest (Pepperdine). Anything above 4x for a sub-$1M business needs recurring revenue and a manager who isn't you.
What multiple do SaaS companies sell for in 2026?
Private SaaS M&A closed at a median 4.0x trailing revenue in Q2 2026 (Software Equity Group). By size, lower-middle-market deals run from 2x–3x ARR for the smallest companies to 5x–7x at scale (FE International). The top quartile goes to companies clearing the Rule of 40 with net revenue retention over 120%. The double-digit ARR multiples of 2021 are gone: public enterprise SaaS traded at 3.3x trailing revenue at the end of March 2026.
How do buyers calculate EBITDA multiples?
They start from your trailing-12-month EBITDA, strip out add-backs they don't accept, and often deduct a market-rate salary for the owner. Then they take the enterprise value they're willing to pay, which for a financial buyer is set by how much debt the cash flow supports plus the equity return they need, and divide it by that adjusted EBITDA. Recast EBITDA is the anchor: bankers and PE investors weight it above unadjusted EBITDA or cash-flow multiples (Pepperdine). The multiple is the output of that process, not the input.
Is a 3x revenue multiple good?
It depends entirely on the sector and your margin. For a SaaS business with $2M of ARR, 3x is roughly the middle of the 2026 range. For an IT services firm it would be nearly three times the 1.1x median (Aventis Advisors), and for a marketing agency it's well above the roughly 1x ceiling buyers apply. For a profitable business, translate it: 3x revenue at a 15% EBITDA margin is 20x EBITDA, which almost no private buyer pays. At a 40% margin it's 7.5x, which is ordinary.
What is SDE vs EBITDA?
Seller's discretionary earnings (SDE) is EBITDA plus one owner's full compensation and the personal perks run through the business; it shows what a single owner-operator would take home. EBITDA assumes a market-rate manager is paid before profit is measured. Brokers use SDE for owner-run businesses, usually under about $1M of profit; investment bankers and private equity use EBITDA above that. The same business has a higher SDE than EBITDA and a lower multiple on it, so compare like with like.
Do strategic buyers pay higher multiples than private equity?
Sometimes, and deal by deal rather than as a rule. Half of the bankers in Pepperdine's 2026 survey observed a strategic premium, most commonly 11%–20%; the other half didn't. In the aggregate data, PE sponsors paid a median 12.2x trailing EBITDA in Q2 2026 versus 9.3x for corporates (Crowdfund Insider, on PitchBook data). A strategic pays up when it can underwrite specific synergies in your business; the way to find out is to have both types at the table.
How long does it take to sell a business in 2026?
Brokers report a median 7.5 to 9.5 months from listing to close depending on deal size, plus 2.5 to 3 months from LOI to close, and both bankers and brokers say time-to-sell increased over the past year (Pepperdine). A full sell-side process is 6–12 months industry-wide; preparing the CIM, model, valuation and data room takes us 4–8 weeks, and the ideal time to start is 12–24 months before you want to close.

14 posts

Olena Petrosyuk

Partner, Waveup

Olena Petrosyuk is a Partner at Waveup. She has spent the last decade in the VC space, advising on 800+ funding rounds and helping founders raise more than $3B — most of it into AI companies. She was previously COO of an AI startup taken from pre-seed to Series B exit.

139 posts

Igor Shaverskyi

Founder, Waveup

Igor Shaverskyi is the founder of Waveup, which he launched in 2015. Over the past decade he has helped 500+ startups navigate both dilutive and non-dilutive funding paths, with founders raising more than $3B in capital. His perspectives on startup fundraising have been featured in TechCrunch, Forbes, and The Next Web.