Unsolicited Offer to Buy Your Business: What to Do (2026)
Do not give them a number. Most small businesses sell for 2 to 3 times yearly profit. Until you know your own figure, you cannot tell whether their offer is generous or insulting.
- The headline is not the price. With an investor-backed buyer, roughly half to two-thirds arrives at closing. The rest depends on what happens next.
- They called you, not the other way round. Buyers approach owners directly because it is cheaper than bidding against someone.
- You owe them nothing. Not a number, not your books, not a timeline.
- Why They Called You
- The Headline Number Is Not the Price
- What to Say on the First Call
- Work Out Your Own Number First
- Five Questions to Ask Them
- What Happens If You Just Say Yes
- When the Offer Is Actually Good
- The Signed Offer That Locks You In
- What They Will Ask to See
- Do You Need a Broker Now?
- Frequently Asked Questions
- Next Steps
Why They Called You
Someone paid to find you. Investor-backed groups employ people whose entire job is calling owners who are not for sale.
- An owner who is not selling is cheaper. There is nobody else at the table, so nobody bids the price up.
- You fit something they already own. Most approaches come from a group buying up your trade, in your region.
- It is not personal, and it is not luck. They have a list. You are on it.
The market is busy, which is why your phone rang. The typical small business changed hands near $349,000 last year, per BizBuySell’s Insight Report.
None of that makes them bad buyers. It just means the first number reflects what they hope to pay, not what you could get.
The Headline Number Is Not the Price
This is the part that catches owners out. An offer has pieces, and they do not all arrive, and some may never arrive at all.
| Piece of the offer | When you see it | How certain it is |
|---|---|---|
| Cash at closing | Closing day | Certain |
| Money held back | Two to three years later | Only if targets are hit |
| A stake you keep | Whenever they next sell | Worth whatever that sale is |
| Paid over time by the buyer | Across two to five years | If the business keeps performing |
Here is that gap in a filing rather than an estimate. When Lincoln International bought MarshBerry in October 2025, the deal carried up to $43.8 million payable over four years against revenue targets.
A portion of that was treated as contingent consideration, and the buyer put it on its books at a fair value of $8.8 million.
The buyer’s own accountants did not expect the headline to be paid in full. Ask what your number looks like on their books.
What to Say on the First Call
- Thank them and stay friendly. This may still turn into a good deal.
- Ask what they had in mind. Let them put the first number down, not you.
- Say you need time. No serious buyer walks because you took two weeks.
- Send nothing yet. Not tax returns, not payroll, not a customer list.
- Sign a confidentiality agreement before anything moves. It should cover your staff and your customers too.
What you must not do is name a price. Owners routinely name a figure below what the buyer had already budgeted, and no buyer will correct you upward.
Work Out Your Own Number First
You cannot judge an offer without something to judge it against. That number takes an afternoon, not a month.
- Take last year’s profit before tax.
- Add back your own pay, and any personal costs the business carries.
- Multiply. Under $1 million in price, expect 2 to 3 times. From $2 million to $50 million, expect 4 to 4.5 times.
The calculator below does that arithmetic and puts their number next to yours. For a multiple keyed to your trade, use the full valuation calculator, then check it against how a direct sale actually runs.
A calculator gets you within roughly 30%. That is enough to know whether their offer is in the right range.
Five Questions to Ask Them
| Ask this | A bad answer sounds like |
|---|---|
| How much is cash at closing? | "We can work through that later." |
| Where is the money coming from? | "We are lining up financing." |
| How many like mine have you bought? | "You would be our first in this space." |
| How long do you need me afterwards? | "We can be flexible on that." |
| Can I speak to an owner you bought from? | Any hesitation at all. |
A buyer who has done this before answers all five in one call. A buyer who has not will need to check.
Where the money comes from matters most. An individual borrowing through the SBA's main loan program, capped at $5 million, is a slower and less certain buyer than a funded group.
What Happens If You Just Say Yes
Selling to the one buyer who called you is a real option, and sometimes the right one. It is also the version with the least leverage.
- Nothing pushes the price up. Their first number stands unless you give them a reason to move.
- Structure gets decided by them. How much is cash, and how much waits, is worth as much as the headline.
- Tax comes off whatever you keep. Federal alone runs 15% to 20% on the gain, before your state takes its share.
You do not need to run an auction to fix this. You need one or two more credible buyers aware that you are listening.
When the Offer Is Actually Good
Plenty of unsolicited offers are worth taking. The signs are consistent.
- Most of it is cash at closing. Everything else is a promise about a future you will not control.
- They have bought businesses like yours before, and will hand you the phone numbers to prove it.
- The number beats your own arithmetic, not just your expectations.
- They are clear about what happens to your staff. Vagueness here usually means layoffs.
- The timing suits you. Selling because someone asked is a bad reason. Selling because you were ready anyway is a good one.
The Signed Offer That Locks You In
Sooner or later they will send a signed offer that is not final yet. It is short, it is not binding on price, and owners sign it quickly because it looks harmless.
One clause in it is binding. Exclusivity, usually 60 to 90 days, during which you cannot talk to another buyer.
- Your leverage ends the moment you sign. For the next two or three months they are the only buyer you have.
- Price can still move down. Buyers who find something in your books renegotiate, and you have nobody to walk to.
- Shorter is better. Ask for 45 days, and ask that it lapses if they miss their own deadlines.
- Settle the split before you sign. Cash at closing, money held back, and any stake you keep all belong in this document, not in the final contract.
Everything you want to negotiate gets harder after this signature. That is the whole reason they want it early.
What They Will Ask to See
Once the confidentiality agreement is signed, the requests start. Having these ready is what separates a three-month process from a nine-month one.
- Three years of tax returns and financial statements, matching each other.
- A list of what you added back, with receipts. Anything you cannot evidence gets deleted from your profit.
- Revenue split by customer, and by whether the work repeats.
- Your staff list, with pay, tenure, and who holds any license the business depends on.
- Your lease, your loans, and any contract that a new owner would inherit.
If gathering that list takes you a month, the buyer learns something about the business before they read a single page of it.
Do You Need a Broker Now?
Careful here. A broker charges 8% to 12% under $1 million, which is $80,000 to $120,000 on a $1 million sale.
Their main service is finding buyers. You already have one, so you are paying full price for the part you no longer need.
- Check the tail clause before you sign anything. Many agreements claim a fee on buyers who approached you first.
- Name the buyer as excluded if you do hire one after an approach.
- Hire the lawyer regardless. Legal and accounting run $5,000 to $15,000 and that money is well spent.
See what brokers charge and what the contract does, and the six routes that skip the commission.
Frequently Asked Questions
No. Let them name the first number. Owners often name a figure below what the buyer had already budgeted, and no buyer corrects you upward. Ask what they had in mind, then take time to check it.
It is usually an opening position. Buyers approach owners directly because there is nobody else bidding, which is cheaper for them. That does not make it a bad offer, only a first one.
Nothing until a confidentiality agreement is signed. No tax returns, no payroll, no customer list. After that, share summary numbers first and keep anything that identifies staff or customers back until later.
Work out your own first. Take last year's profit, add back your pay and personal costs, then multiply. Under $1 million in price expect 2 to 3 times. From $2 million to $50 million expect 4 to 4.5 times.
With an investor-backed buyer, roughly half to two-thirds. The rest is held back against targets or converted into a stake in their company. Ask for the split in writing before you discuss the headline.
Yes, and you should. Tell them the timing is wrong and ask them to come back next year. Buyers keep lists for years, and an owner who answered politely stays on them.
Usually not for finding buyers, which is what the commission mostly pays for. If you hire one anyway, check the tail clause. Name that buyer as excluded, or you will pay a fee on a deal you sourced.
Weeks, not hours. A serious buyer expects you to think and to take advice. Pressure to answer immediately is itself information about the buyer.
Next Steps
- Reply, thank them, and ask what they had in mind. Give no number.
- Work out your own figure before the next conversation.
- Get a confidentiality agreement signed before anything leaves your office.
- Find out whether other buyers exist. Read where owners actually sell and how a quiet sale works.
- Send us your details for a free valuation. We will tell you what your business is worth and introduce vetted buyers, so their offer has something to beat.