This is second in a three-part series on the restaurant resale marketplace in 2025 that both buyers and sellers should understand for 2026.

As we reminded you in part one of this series, found live at this link, selling a restaurant is more than placing an online ad and waiting for buyers to show up. Twenty years of experiences and thousands of deals have left We Sell Restaurants with the answers on what it takes to sell. 2025 however, was a unique year, filled with old lessons and new learnings and even a few surprises along the way.

In the first of the three part series we reminded you:

• Timing matters more than you think, and most operators wait too long to sell.
• There was a 2025 “cliff” problem related to big differences between listing in 2024 and performance in 2025.
• The buyer pool shifted. There were more first timers, industry veterans, and with government workers shrinking, more franchise resale focused buyers. On the other hand, there were fewer experienced multi-unit shoppers in the mix.

Now we’re moving on in this part of the series to more lessons on this look back to 2025 to set sellers and buyers up for success in 2026. .

1.Documentation Can Make or Break Deals

If there's one thing that separated successful sales from dead deals in 2025, it was documentation. Not marketing. Not location. Not even price. Documentation.

Buyers in 2025 were more cautious and more thorough than ever. They simply have access to more information about due diligence best practices. The days of a handshake deal based on "trust me, the numbers are good" are long gone.

The #1 paperwork issue that delayed or killed sales: incomplete or inconsistent financial records.

We can't count how many times this played out: A restaurant looked great on paper. Buyer got excited. Made an offer. Then during due diligence, the financials didn't add up. Sales tax returns didn't match P&Ls. The POS system didn't match reported revenue.

In most cases, sellers simply had poor bookkeeping or worse, lazy accountants that were slow to return calls leading to buyers that walk.

Example: We had a deal in contract with a pizza franchise brand. The revenue tied to the POS system, but the sales tax filings were off by nearly $100,000 in a single quarter, and around $160,000 for the year. The buyer balked and wanted to know why. The CPA kept putting off the seller’s call because he was in the middle of “tax season” until the buyer finally had enough and terminated the deal. Once we finally heard from the CPA, it took less than five minutes to get the answer and it was totally legitimate. This location provided meals to the national guard during an extended period of hurricane relief and the sales were non-taxable. In addition, they provide meals one day a week to four charter schools, again, non-taxable. Since the revenue isn’t reported on the sales tax filings, it will never match. By the time the CPA provided the explanation, it was too late for this buyer and strong contract was gone.. Bottom line. If your CPA is non-responsive, find another one. This one cost the seller a deal.

That’s another overall lesson. Time kills deals. Once a buyer walks, it's impossible to reignite the interest. They have long since moved on to something new. Waiting on an accountant, waiting on a seller to respond, pushing out showings. All of these are deal killing actions on the part of a seller that showed up in 2025.

Financial records: What level of documentation actually closed deals:

The restaurants that sold quickly and at full price had:

• Two years of tax returns (business but personal if you operate as a passthrough entity)
• Detailed P&L statements for the last 24-36 months
• Year-to-date current financials (this was crucial: buyers wanted to see where you were right now, not just historical and it’s required for SBA lending that the current financials be dated within 90 days of closing which includes the P&L and balance sheet)
• Credit card processing statements matching the same period
• Sales tax returns that reconciled with reported revenue
• Rent payment history and current lease agreement

The sellers who had all this organized in a folder, ready to share during due diligence? They closed fast. The ones who had to "find" documents, reconstruct records, or explain why things didn't match? Deals fell apart or buyers demanded steep discounts to compensate for the risk.

"Cash business" claims:

Let's address this directly: In 2025, claiming your restaurant is a "cash business" is a non-starter. The world operates on electronic transactions and cash is as rare as working payphone. We remember when they existed, but that time is long gone. Accept upfront that you will only be compensated on provable revenue and forget trying to get paid on cash.

Professional buyers need documentation. They need to prove income to lenders. They need financial history to make informed decisions. Telling a buyer "the real numbers are higher, we just don't report everything" doesn't make them want to pay more. It makes them run.

The only buyers willing to overlook missing documentation. Buyers who probably can't get traditional financing and may struggle to keep your restaurant running.

Lease complications that surprised sellers:

Leases were the second-biggest documentation nightmare in 2025. Sellers would assure us "the lease is transferable, no problem," only to discover:

• Landlord approval dragged on or was denied multiple times
• Personal guarantee requirements scared off buyers
• Lease had a percentage rent clause buried in page 8
• Common area maintenance (CAM) charges had escalated significantly
• Lease renewal option had specific conditions the seller forgot about
• Assignment fees were higher than expected

Real example: We had a pizzeria sale fall apart at the 11th hour because the landlord required the buyer to have restaurant ownership experience and a credit score above 720 and wanted to increase the rent 15% upon transfer. Unfortunately, the lease assignment language allowed the landlord to require all of this. The seller had never actually read the fine print. The buyer walked.

Smart sellers in 2025 had:

• A copy of their lease with transfer provisions highlighted
• Direct communication with their landlord early in the process
• Landlord approval language prewritten in the lease (or at least confirmation of requirements such as net worth or liquidity requirements)
• Documentation of rent payment history and current payment with CAMS
• Clarity on what transfer fees or rent increases would apply

The lesson: Start organizing your documentation before you list. If you're thinking about selling in the next 12 months, spend a weekend getting everything in order now. Create a folder (digital or physical) with every document a buyer might ask for. When due diligence comes, you'll look professional, trustworthy, and confident. That's worth thousands in your final sale price.

2.Pricing Strategy: What Actually Worked

Pricing a restaurant correctly from day one was the difference between a quick sale at full value and a listing that sat for months, bleeding credibility with every price reduction.

In 2025, the market was unforgiving to overpriced listings. Buyers had options. They had information. They could see comparable sales. And they were patient: willing to wait for the right deal rather than overpay for the wrong one.

Overpricing consequences:

Restaurants listed at the highest price points $500,000 to $1 million and $1 million and above turned in the shortest days on market in 2025. The next highest turning inventory sold in the $200,000 range. The slowest turning inventory were listings priced at $300,000 to $5000,000.

The highest priced listings also sold closest to their original listing price. This tells us that pricing has never been more important, for achieving the correct selling price and selling in the shortest number of days. Sellers that want to “try” a higher price simply create inventory that sits on the market unsold, failing to attract buyers. These stayed on the market the longest and required multiple price reductions.

How do we counteract that market behavior? We Sell Restaurants looks at every listing every week on our listing quality report and compares days on market to signed confidentiality agreements against multiples used on the Seller’s Discretionary Earnings (SDE) to see reassess slow moving restaurants. Based on our findings, we act to improve those listings, change the price, and actively encourage activity which leads to offers. If there is no activity, there will be no offers.

There is a hidden cost to overpricing an inactivity. Every week your restaurant sits on the market, buyers wonder what's wrong with it. "If it's so great, why hasn't anyone bought it…” is not the message you want them thinking about. Fresh listings get attention and urgency. Stale listings get skepticism and lowball offers.

We tracked this in 2025: Restaurants that sold the fastest averaged a higher percentage of the asking price. Restaurants that took 6+ months to sell averaged a lower percentage of their final asking price, which was already reduced from the original.

The "right price" success stories:

Real example: A family-style seafood restaurant, established for 15 years was doing $680,000 annually with $165,000 in owner earnings. Se valued it at $412,500 but recommended $395,000 for the selling price to attract more buyers. The seller wanted to list at $495,000 because "that's what I need to retire" and to “cover commission.”

We explained the math. The market reality. The risk of overpricing. He reluctantly agreed to $395,000. Listed on a Tuesday. Had three showings that week. Two offers within 10 days and brought him an eventual offer for full price, plus inventory, plus deposits, that was over $410,000 to him. We closed in 6 weeks.

We check the competition and often have buyers point out other broker’s deals. One buyer asked me why another firm had a deli listed at $425,000. The numbers were similar to a listing we had at $195,000 and it should have been priced the same. We kept watching. Our was sold while his sat for 13 months. The price dropped to $395,000. Then $359,000. It finally sold for $180,000. The seller lost over a year of his life waiting on a broker to produce an unrealistic result.

Price reductions: When they helped vs. when they hurt:

As we study and work on listing quality each week, we don’t only focus on price before approaching a seller. We look at the full package on the listing, where to improve the headline, the copy, the positioning, and the images and video. Once we have a solid plan, we’ll approach a seller based on what we learned in 2025 which includes:

Strategic price reductions worked when:

• Done decisively (dropping 10-15% in one move, not nibbling with 3-5% cuts)
• Timed with market feedback ("we've had 8 showings but no offers; price is the issue")
• Accompanied by updated marketing or fresh photos to signal "new opportunity"

Price reductions hurt when:

• Done in small increments that signaled desperation
• Made too frequently (more than 2 reductions killed credibility)
• Not accompanied by any other changes (same listing, same approach, slightly lower price = same result)

The "testing the market" trap:

Some sellers wanted to "test the market" by listing high. "Let's see if we get a bite. We can always come down."

Here's why that failed in 2025: Serious buyers saw through it. They knew market values. They compared listings. An overpriced restaurant didn't get "premium buyer attention." It got ignored by qualified buyers and attracted only low ball offers looking for a desperate seller.

The lesson: Price it right the first time. Use market data, not emotion. Get a professional valuation if you're unsure. The buyers you want (the qualified, serious, well-financed buyers) know what restaurants are worth. Meet them where the market is, and you'll sell faster and for more money than if you chase the market down over 12 months.

3.The Hidden Factors That Sold Restaurants in 2025

Beyond the obvious (price, location, financials), there were other factors in 2025 that made the difference between a deal closing smoothly and one that struggled or fell apart entirely.

Alternative financing opened unexpected doors

One of the biggest surprises in 2025 was how many buyers qualified for unsecured lending up to $400,000 based solely on good personal credit.

This changed the game for entry-level restaurants and turnaround opportunities that wouldn't qualify for traditional SBA loans. A restaurant with declining revenue or short lease terms (deals that banks would immediately reject) suddenly became viable purchases for buyers with strong credit scores.

We saw this play out repeatedly: A buyer with a 750+ credit score could secure $300,000-400,000 in unsecured financing and buy a restaurant that traditional lending wouldn't touch. No business collateral required. No SBA bureaucracy. Faster closings.

Real example: A sandwich shop with solid location but declining sales (down 18% year-over-year). No bank would touch it and it wouldn't qualify for traditional SBA lending because the financials showed negative trends.

A buyer with excellent personal credit secured $325,000 in unsecured lending, bought it as a turnaround opportunity, and closed in 3 weeks. Traditional financing? Would have taken 60-90 days if approved at all, which it wouldn't have been.

This opened up a whole category of deals that previously would have required significant cash down or seller financing. Buyers who never thought they could afford a restaurant discovered they qualified based on personal creditworthiness alone.

But here's the catch: Credit-based financing is fragile

The flip side? When your financing depends entirely on personal credit, nothing can change between approval and closing.

Real example: We had a deal fall apart in 2025 that still makes us cringe. The buyer was purchasing a franchise. He was approved for unsecured lending: $380,000, great terms, everyone was excited. The restaurant was perfect for him. Seller had already started planning his exit.

Then during the last 30 days before closing, the buyer went out and bought a house. And a car. And financed some other purchases.

His credit took a hit. Debt-to-income ratio changed. When the lender did the final verification right before closing, he no longer qualified. Deal dead. Seller was devastated and had already turned down other offers and wasted 45 days.

This is why we now explicitly warn every buyer using credit-based financing: Do not make ANY major purchases, open new credit cards, or change your financial situation in any way between approval and closing. Nothing. Not a car. Not furniture. Not a vacation on credit. Nothing.

One impulsive decision can kill a deal that took months to put together.

SBA lending was alive and well for the right deals

For well-performing restaurants with clean financials and good lease terms, SBA loans remained the gold standard. Buyers could leverage 10% down (sometimes less) and secure favorable interest rates with longer terms. The government shutdown, however, put brakes on deals for 32 days creating a backlog we are all still recovering from. We expect the bubble of deals created by the shutdown to be worked through by the end of first quarter.

The key in 2025? Speed and preparation. SBA deals that closed smoothly had sellers who provided complete documentation upfront: no chasing paperwork, no surprises during underwriting.

Seller financing still mattered, but differently

Seller financing didn't dominate our deals in 2025, but when it was used, it typically served one of two purposes:

1. Bridging small gaps - Carrying $20,000-50,000 to help a buyer reach the finish line when they were close but not quite there
2. Building buyer confidence - "Skin in the game" that showed the seller believed in the business and was willing to bet on its continued success

Sellers who offered some flexibility (even if just 10-15% of the purchase price) often saw more buyer interest and faster closings. A reminder for sellers, however, is that the SBA rule change that went into effect in June 2025, changed deals for the next decade. The SBA now requires that any seller financing be on standby for the full term of the loan. In practical terms, it means a can’t receive a payment for ten years or until the SBA is fully repaid. Expect that change to continue to impact deals going forward with small, less material amounts financed by sellers know that they won’t see a payment for ten years.

Training and transition support expectations:

Buyers in 2025 expected training and support. Period. This wasn't negotiable for most deals.

The standard we saw: 2-4 weeks of hands-on training with a franchise plus seller transition time. For independent operations, surprisingly, the training time is shorter, which is counterintuitive since there is less process and systems associated with independent versus franchise restaurants. In 2026, expect those buying independent restaurants to require more documentation and training for longer periods.

Sellers who committed to thorough training sold faster and had fewer post-sale disputes. Buyers felt confident. Sellers felt good about their legacy. Everyone won.

Sellers who acted like "here are the keys, good luck" created problems. Buyers struggled and called with complaints.

Real example: A seller spent three full weeks training the buyer: mornings in the kitchen covering recipes and prep, afternoons on vendor relationships and ordering, evenings on front-of-house operations and customer service. The buyer later told us it was "the best investment of the deal; worth $20K in value easily."

Another seller did a 3-day "crash course" and disappeared. The buyer immediately struggled with portions, ordering, and kitchen flow. Revenue dropped 20% in the first two months. The buyer was furious and threatened legal action.

Curb appeal and first impressions:

The way the restaurant appears mattered more than sellers expected. Buyers are emotional creatures. They walk in, and within 30 seconds, they've formed an opinion.

Restaurants that sold quickly in 2025 had:

• Clean exteriors (fresh paint, working signage, no visible deferred maintenance)
• Organized, clean kitchens during showings
• Dining rooms that looked operational and inviting (not half-packed up or neglected)
• Bathrooms that were spotless (buyers always checked the bathrooms)

We had sellers who spent $2,000-5,000 on minor cosmetic improvements before listing (fresh paint, deep cleaning, fixing broken fixtures), and those investments paid off with faster sales and fewer negotiated repairs.

Real example: A Thai restaurant had great numbers but looked tired. Faded awning, scuffed walls, worn booths. We convinced the seller to invest $4,500 in cosmetic updates before listing: new awning, fresh paint in the dining room, steam-cleaned upholstery, professional deep clean of the kitchen.

It sold in 5 weeks for full asking price. The buyer specifically mentioned in the offer letter that "the restaurant is clearly well-maintained and move-in ready."

Compare that to a Chinese restaurant with similar financials but visible deferred maintenance. Buyers walked through and immediately started calculating repair costs. Every offer came in 10-15% below asking "to account for needed updates." It eventually sold for 18% below asking.

Online reputation's impact on sale price:

Here's something sellers underestimated: online reviews directly affecting sale price and buyer interest.

This started as a curiosity project. Would restaurants with 4+ star average ratings (Google, Yelp, Facebook) sell faster and at higher valuations? For higher priced restaurants, we started to see this data show impact. Why? Because buyers saw an established customer base and proof of quality. Good reviews = built-in marketing and customer loyalty.

Restaurants with poor ratings (under 3.5 stars) or lots of recent negative reviews faced skeptical buyers who worried about reputation repair costs and existing customer perception problems. This began to impact even asset sales or turnaround locations because buyers knew they would have to overcome the online reputation.

We don’t have hard data but in 2026 will begin tracking some sort of social score on all listed and sold restaurants. We estimate that restaurants with 4.0+ star ratings will sell for more even when financials are similar.

We estimate that pricing and turnover will both increase when buyers feel confident in a restaurant's reputation and customer loyalty. On the other hand, "brand rehabilitation" may leav buyers factoring that into their offers.

The lesson: Financing options in 2025 were more creative and accessible than many sellers realized. Unsecured lending opened doors for deals that wouldn't have happened otherwise. Training and transition support protected everyone's interests. And the details (curb appeal, online reputation) can direct impact both speed of sale and final price. Smart sellers paid attention to all of it. The SBA rule changes implemented in June will continue to impact deal terms.

Conclusion: What This Means for 2026

As we move into 2026, one thing is clear: successful restaurant sales are being driven by preparation, transparency, and an understanding of how the buyer landscape has evolved.

Timing still matters, and January remains one of the strongest windows of the year to sell. Buyers are active, motivated, and often better positioned financially than later in the year. Sellers who are ready now have a meaningful advantage.

Honesty matters just as much. The slowdown many operators experienced in 2025 is not a deal breaker, but it must be addressed upfront. Buyers uncover the truth during due diligence every time. Sellers who lead with transparency build credibility and keep deals moving forward.

The buyer mix has also shifted. First-time buyers, experienced operators, and franchise resale focused buyers are driving activity, while fewer seasoned multi-unit buyers are in the market. That shift impacts pricing, deal structure, and how listings should be positioned.

Preparation is no longer optional. Organized financials, clean leases, clear operational documentation, and a realistic understanding of financing options are what separate listings that sell quickly from those that stall. Factors beyond price, including curb appeal, online reputation, training support, and flexible terms, are now influencing outcomes more than ever.

This series continues next week with the final installment, where we will go deeper into what sellers can expect as the year unfolds.

In the meantime, if selling in 2026 is even a possibility, now is the time to prepare. Gather your financials. Review your lease. Address the details buyers will scrutinize.

And if you are ready to list today, connect with us and discover new tools at this link. We are in the strongest surge of buyer activity this year, and the sellers who act now are the ones capturing the best results.