Most buyers expect seller financing, but few owners plan to offer it

BizBuySell’s Q2 2026 data shows a wide gap between buyer expectations and seller plans on financing, a mismatch Regalis Capital says can derail small-business deals late in the process. The issue matters most as SBA rules take effect Oct. 1, 2026, changing how much seller notes can count toward a buyer’s required cash injection.

Why it matters: - Seller financing is now a make-or-break issue in many small-business acquisitions because buyer expectations far outpace owner willingness to offer a note. - The gap can stall deals after price terms are already agreed, especially in SBA-backed transactions where the seller note affects how the buyer meets required equity injection rules. - For buyers, the note can be the difference between a closed deal and a reset at the last minute.

What happened: - BizBuySell’s Q2 2026 Insight Report found that 90% of buyers expect seller financing to be involved, while only 29% of owners plan to offer it. - The same report counted 2,117 businesses sold in the quarter at a median sale price of $349,250. - Regalis Capital said the financing mismatch is the most common reason a small-business sale stalls after both sides have already agreed on a number. - Regalis Capital published links for buyers seeking process guidance: the seller notes guide and an explainer on full standby seller notes.

The details: - Seller financing means the seller agrees in writing to take part of the purchase price later instead of receiving all of it at closing. - Buyers want seller financing because it keeps the seller invested in the handoff and can signal confidence to a lender. - Owners often resist it because they are effectively waiting for part of the sale proceeds. - In acquisitions from $1,000,000 to $10,000,000, Regalis Capital most often sees a structure of 70% to 85% SBA 7(a) financing, 15% to 30% seller note, and the buyer’s equity injection. - Under the SBA rule taking effect Oct. 1, 2026, a complete change of ownership requires a 10% minimum injection, according to SBA Information Notice 5000-880695. - Full standby seller notes at 0% interest have become the standard shape in those deals. - Full standby means the seller collects no principal and no interest on the note until the SBA loan is paid off. - Under the same SBA rule, a seller note on full standby can count toward the required injection, but only for up to half of that amount. - On a $1,000,000 purchase, the required injection is $100,000. - At most $50,000 of that injection can come from a standby seller note or a qualifying minority investor. - The rest must come from the buyer’s own unborrowed cash. - Regalis Capital said the figures are illustrative arithmetic based on SBA requirements as of Sept. 8, 2026, and are not an offer of credit or a commitment to lend. - Regalis Capital also said actual terms are set by the lender and vary by borrower and deal.

Between the lines: - The financing gap is not just about money; it is also about timing and expectation-setting. - Buyers who raise seller financing on the first call and include it in the letter of intent are more likely to treat the note as part of the original deal structure. - Buyers who wait until diligence can force a renegotiation after the seller has already planned around the closing proceeds. - Regalis Capital’s message is that seller financing should be discussed early because the lender’s requirements are already shaping the transaction. - The firm’s quoted view: “Ninety percent of buyers walk in assuming the note is there, and most owners are not planning to offer one.”

What’s next: - Buyers entering SBA-backed deals will need to account for the Oct. 1, 2026 rule change when structuring cash, seller notes and investor participation. - Regalis Capital is steering buyers toward using the seller note language in the letter of intent, before diligence and closing pressures make the term harder to add. - The firm says buyers can use its free guides to understand the mechanics and the plain-English definition of full standby.

The bottom line: - In small-business acquisitions, seller financing is shifting from a nice-to-have to a structuring requirement, and the deals most likely to fail are the ones where that fact is discovered too late.