Earn-out calculator
What an earn-out is really worth to you: probability-weighted and discounted to today, versus cash at closing.
- Sourced value range for your trade and state
- The buyer types most likely to call you
- 3 fixes that move your multiple + a PE-offer checklist
After purchase we email you a short questionnaire, then your brief as a PDF. 14-day money-back guarantee. TradeExit Guide is not a business broker or appraiser. Refund policy
Educational estimate. Probabilities and the discount rate are your assumptions; earn-out definitions (revenue vs EBITDA, accounting control, acceleration on sale) matter as much as the numbers.
- Sourced value range for your trade and state
- The buyer types most likely to call you
- 3 fixes that move your multiple + a PE-offer checklist
After purchase we email you a short questionnaire, then your brief as a PDF. 14-day money-back guarantee. TradeExit Guide is not a business broker or appraiser. Refund policy
Earn-out terms that decide whether you get paid
| Term | Seller-friendly version |
|---|---|
| Metric | Revenue or gross profit (harder for a buyer to manage down than EBITDA) |
| Measurement | Your historical accounting policies, stated in the agreement |
| Operating covenants | Buyer must run the business in the ordinary course and fund it |
| Partial payment | Sliding scale instead of all-or-nothing |
| Acceleration | Full payout if the buyer sells the business or fires you without cause |
| Information rights | Monthly reporting and audit rights |
Buyers using SBA 7(a) loans for a change of ownership cannot use earn-outs, so earn-outs mostly appear in deals with PE-backed or strategic buyers. See earn-outs explained.
Know your number before you talk to a broker
Sourced range for your industry in 60 seconds, no email needed.
- Sourced value range for your trade and state
- The buyer types most likely to call you
- 3 fixes that move your multiple + a PE-offer checklist
After purchase we email you a short questionnaire, then your brief as a PDF. 14-day money-back guarantee. TradeExit Guide is not a business broker or appraiser. Refund policy
Frequently asked questions
How are earn-outs valued?
Multiply the payout by your realistic probability of hitting the targets, add expected partial payouts, then discount for the years until payment at a rate that reflects the risk.
Are earn-outs allowed with SBA loans?
Not in SBA 7(a) change-of-ownership loans under the current SOP.
Sources
- LRM Lender Consultants - SBA change of ownership under SOP 50 10 8.1 (accessed 2026-09-23)