The New $3M SBA Rule Means Someone Else Will Test Your Earnings Number.

I've sat on every side of a lower-middle-market acquisition — as a buyer, seller, operator, and advisor. In my experience, the deals that die late rarely die because the business was bad. They die because an earnings number built for the listing was never tested until a lender's underwriter got hold of it.

On October 1, that test becomes mandatory on larger SBA deals. For qualifying acquisitions at $3 million or more, the lender must have a Quality of Earnings report it can rely on. When SBA first published the rule in August, that meant the bank's own engagement — not the buyer's, not the seller's, not the broker's. SBA's September 25 update opened one door: a report already prepared for the buyer can now count, if a reliance letter or a secondary review by a different firm comes with it. The seller's report still can't.

So the question for a broker in that range is no longer whether the number gets tested. It's when, and what the test finds. The update means the test can now arrive earlier — commissioned by a buyer who wants the answer before committing further. Either way, it is not a test a listing can start preparing for once it has begun.

"You built the earnings story. Someone else is going to test it."

What does SBA SOP 50 10 8.1 require on a $3 million acquisition?

Short answer: For Initial Acquisition and Business Expansion transactions with a Business Purchase Price of $3 million or more, the lender must obtain a Quality of Earnings report in addition to the business valuation SBA already requires. The requirement takes effect October 1, 2026.

SBA published SOP 50 10 8.1 on August 14, 2026, and reissued it with technical updates on September 25, before it took effect. It moves change-of-ownership lending into its own rulebook — Appendix 15 — and sorts every business purchase into one of four transaction categories: Initial Acquisition, Business Expansion, Owner Buyout, and ESOP & Cooperative. The category determines the rules. The QoE requirement attaches to the first two.

Two other changes in the same appendix matter for anyone pricing a listing:

• The coverage floor rises. Initial Acquisitions must clear 1.25:1 debt-service coverage on historical or adjusted earnings, up from the 1.15:1 general standard. The lender must evaluate post-closing projections but may not rely on them to meet the requirement.
• Every change of ownership needs a valuation. Appendix 15 requires financial due diligence on all change-of-ownership transactions and a business valuation prepared for the lender by an independent Qualified Source. The September update added one narrow exception: on 7(a) Small and SBA Express loans, an internal business valuation is permitted when the Business Purchase Price is $350,000 or less. At the prices this article is about, it doesn't apply.

Put together: less room for optimistic assumptions in the numbers, and more weight on what the historical evidence actually supports.

Who orders the Quality of Earnings — and can a buyer's report count?

Short answer: Since SBA's September 25 technical update, potentially yes. A Quality of Earnings report already prepared for the buyer may be used if it is accompanied by a reliance letter or a secondary review by a different firm. A report prepared by or for the seller still does not satisfy the requirement, however thorough it is.

This is the provision that changed. The August text required the report to be conducted for the benefit of the lender and barred reports prepared by or for the borrower or the seller — so a buyer-ordered QoE could not satisfy the rule. SBA's notice announcing the update puts the change in one sentence:

"A Quality of Earnings report already prepared for the Applicant may be used if accompanied by a reliance letter or secondary review by a different firm."

The Applicant is the borrower — in an acquisition, the buyer. So a buyer's report can now serve the lender, on one of two conditions:

• A reliance letter — typically, the firm that prepared the report agrees that the lender may rely on it; or
• A secondary review by a different firm — a firm other than the one that prepared the report reviews it.

The update does not mean any particular buyer-ordered report will be accepted. The lender still has to be satisfied that the report meets SBA's requirements, and lenders will have views on providers, scope, and the form of reliance they accept. A buyer who wants an early QoE to do double duty should settle the provider, the scope, and the reliance terms with the lender before signing the engagement — not after.

On the seller's side, nothing changed. A sell-side report — commissioned by the seller, or by the broker on the seller's behalf — may still inform the lender's view. It won't satisfy the requirement.

For a broker, the practical change is timing. A buyer who expects to need a QoE for financing now has a reason to commission it early, rather than wait for the lender's engagement late in underwriting. The listing's add-backs can be tested sooner, by a firm the broker didn't choose — which makes finding the weak ones before the listing goes to market worth more, not less.

Which deals are exempt, and what counts toward the $3 million?

Short answer: Owner Buyouts and ESOP & Cooperative transactions are exempt. The threshold is the Business Purchase Price — the price of the business, excluding owner-occupied commercial real estate at its appraised value — measured before buyer equity, seller financing, or any other funding source is applied. Nothing in the rule prevents a lender from requiring a QoE below $3 million when it has concerns.

Three details control whether a deal is in or out.

• Transaction type. Initial Acquisition — a new owner buying in — and Business Expansion — an existing business acquiring another in its industry — trigger the requirement. An Owner Buyout among existing owners does not. Neither does an ESOP or cooperative purchase. SBA's stated reason: the existing owners retain operational knowledge, and the management structure doesn't change.
• Real estate comes out. If the deal includes the building, the lender removes the appraised value of the real estate from the purchase-and-sale price before comparing it to $3 million. A $3.4 million transaction that includes $600,000 of appraised owner-occupied real estate has a $2.8 million Business Purchase Price — below the mandatory line.
• Structure doesn't help. The measure is the price, not the loan. Appendix 15 says the threshold is independent of total project costs, borrower equity, seller-debt structuring, or any other measure that would reduce the loan amount.

And the part that matters below the line: $3 million is where the rule makes a QoE mandatory, not where a lender's discretion ends. A lender who doesn't believe the add-backs on a $2.2 million listing can require one anyway.

Why can the QoE change the economics of the deal?

Short answer: A broker markets a listing on normalized SDE, which includes seller add-backs. The QoE independently tests those adjustments, and the earnings figure it produces is the figure used in the debt-service coverage test. If that figure comes in below the listing's, coverage is lower — and the rule says what happens next: the loan amount comes down, and equity can make up the difference.

Be precise about what's new here, because the imprecise version will get you corrected by the first banker who reads it.

Lenders have never underwritten on a broker's SDE as printed. They deduct a market salary for the buyer, run debt service on the actual structure, and form their own view of the add-backs. That has always been true, and it doesn't stop being true in October.

What's new on qualifying $3 million-plus deals is that the underwriter's view of the add-backs is no longer formed alone. It's informed by an independent report the lender relies on, with a Cash Proof behind it — and the earnings figure in that report is what the coverage math runs on. Appendix 15 says it in one sentence: the lender must use the earnings from the QoE in the debt-service coverage determination.

And coverage math is arithmetic. Same debt service, lower accepted earnings, lower coverage ratio. There's no "may" in that step. The uncertainty lives one step earlier — whether the QoE lands on a different number than the listing did — and one step later — how the parties respond if it does.

Illustration. A listing is priced on $850,000 of normalized earnings, including $120,000 of add-backs: the owner's vehicle, a one-time legal settlement, a family member on payroll. Say the QoE supports $70,000 of that and finds nothing behind the rest. The lender is now underwriting to $50,000 less than the deal was priced on. At a 1.25:1 floor, that opens a financing gap after LOI, when everyone has already spent time and money. The rule's own answer is that the loan shrinks and equity can fill the difference; in practice, closing the gap may take more buyer equity, a change in structure, seller participation, a price adjustment — or some combination. Every one of those is a renegotiation the listing wasn't priced for.

When does it take effect, and what about deals already in process?

Short answer: SOP 50 10 8.1 applies to applications received by SBA on or after October 1, 2026. Applications submitted through September 30 stay under SOP 50 10 8. The date that matters is when SBA receives the application — not when the LOI was signed.

The August version keyed the new rules to the date an application was issued an SBA loan number, which left an awkward gap: a file submitted in late September but numbered in October fit both descriptions. The September 25 update closed that gap by keying the new SOP to the date SBA receives the application.

If you have a listing under contract now, the practical question is whether the application reaches SBA by September 30. If it doesn't, the file runs under the new rules — including the QoE requirement if the deal qualifies. Timing is still a deal term. Ask the lender directly which SOP the file will be processed under, and build the diligence calendar around the answer.

What does the SBA-required QoE actually test?

Short answer: Appendix 15 sets the minimum scope for the SBA-required report, and the central question is whether the earnings being relied on are supported by the underlying evidence. The report reconciles accountant-prepared statements, internal statements, tax returns, and IRS transcript data into a normalized earnings figure, proves the cash behind it against bank statements, and documents every adjustment behind the number the deal is priced on.

Start with the Cash Proof. SBA defines it as a financial analysis that reconstructs cash receipts and disbursements by reconciling bank statement data to the income statement and tax return for each period under review — on a trailing-12-month basis and for the last two fiscal years, or for every year in operation if the business is younger than two years — and states plainly what it's for: identifying discrepancies in income and undisclosed expenses. Does the revenue on the P&L show up in the bank? Do the tax returns agree with the financials the buyer was shown? If those don't reconcile, nothing downstream matters.

Then the adjustments. Appendix 15 requires the report to identify and document every add-back and adjustment to the seller's reported earnings, and it names the categories: non-recurring revenue or expenses, above- or below-market owner compensation, related-party transactions, deferred maintenance, and differences between cash-basis and accrual-basis reporting. It also requires an assessment of the revenue base — customer concentration, contract continuity, and whether existing revenue and margins are likely to hold after the sale. An adjustment is only as defensible as what it traces to: an invoice, a contract, a payroll record, a settlement agreement. An add-back with nothing behind it has nothing to defend it with.

A QoE tests evidence. Which means the useful question before LOI isn't "what will the QoE do?" It's "what evidence do we actually have?"

What can a broker do before a $3M+ listing goes to market?

Short answer: Run a pre-LOI first pass on the financials — a structured analysis that sorts every earnings adjustment into documented, needs support, or undocumented before a buyer or lender does it for you. Then fix what can be fixed, disclose what can't, and price the listing knowing which adjustments are supported and which may be challenged later.

I'll be direct about what TrueQoE is and isn't, because the distinction is the whole point.

TrueQoE is not a Quality of Earnings report. It does not satisfy the SBA requirement, and it never will — whether the buyer or the lender commissions the QoE, that is a separate engagement with a Quality of Earnings provider. What TrueQoE does is organize the evidence earlier. Every adjustment lands in one of three states:

Documented

the adjustment traces to source records.

Needs support

the adjustment is plausible, but the evidence isn't in the file yet.

Undocumented

there is nothing behind it.

It doesn't certify anything. It doesn't manufacture confidence. It tells you, before the listing goes to market, which parts of the earnings story stand on their own and which parts need work — or need to come out.

For a broker, the arithmetic is simple. A "needs support" item found in August can be fixed by the seller in September. The same item found by a QoE in November — the buyer's or the lender's — is a renegotiation, with the clock running.

How is a pre-LOI first pass different from the SBA-required QoE?

Short answer: They happen at different times, serve different parties, and carry different weight. The first pass is preparation. The QoE is verification. One tells you what needs proving. The other proves it — or doesn't.

Every qualifying $3 million-plus listing is going to face the second column. The September update changes who may commission it and how early it may arrive. It doesn't change the question: did the seller and the broker do the first column first?

Frequently asked questions

Where to start

• Pull every listing in your pipeline that could price at $2.5 million or more. Asking price, allocation, and deal structure all move. Don't wait until a transaction is sitting directly on the threshold.
• List the add-backs on each one, and next to each, write what's behind it. If the answer is "the seller said so," that's a "needs support" item.
• Ask the lender which SOP the file will land in. Do it before anyone signs an LOI.
• Ask buyers whether they plan to commission their own QoE. If they do, the add-backs may be tested before the lender ever sees the file.
• Run a first pass before the listing goes to market. Find out what formal diligence is likely to find while the seller still has time to do something about it.

You don't need to have every answer. You need to know which questions formal diligence is likely to ask — and ask them first.