The Truth About Selling a Restaurant in 2025: What We Sell Restaurants Learned From Hundreds of Deals (3 Part Series – part 2)

Posted by Robin Gagnon on Jan 2, 2026 3:05:33 PM

 

If you think selling a restaurant is just about putting a "Restaurant For Sale" ad online and waiting for buyers to line up, you're in for a reality check. After facilitating hundreds of restaurant sales across the country in 2025, we've seen what actually works and what leaves sellers frustrated, undervalued, and stuck with a business they're trying to exit.

 

The restaurant resale market in 2025 was full of surprises. Concepts we thought would fly off the shelf sat for months. Restaurants owners swore were "turnkey" scared away every serious buyer. And some deals that looked impossible on paper? They closed in record time.

Here's what We Sell Restaurants, the nation’s number one restaurant brokerage firm learned from being in the trenches of hundreds of transactions: the real truth about selling a restaurant in today's market. We’ll cover all the information in a series of three articles that will have you poised for success whether you are searching or selling in 2026.

 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 weren't being dishonest and 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 walked. Once we finally heard from the CPA, it took less than a minute to get the answer and it was simple. 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 the deal. Bottom line. If your CPA is non-responsive, find another one. This one cost the seller a deal.

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 and 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" and you don't have complete records is a deal killer. Accept upfront that you will only be compensated on provable revenue.

While it is rare (primarily New York and south Florida), some restaurants still deal in cash. But professional buyers (the ones with money and financing) 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.

4.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 15-20% above market value sat an average of 8-11 months before selling and typically required multiple price reductions totaling 20-25% to finally attract a buyer. How do we know? 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 SDE to see slow performing 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.

We do this because there’s 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?" 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:

The restaurants that priced correctly from the start (based on realistic valuation multiples, current financials rather than historical, and honest assessment of market conditions) sold faster. This applies to both cash flow positive and asset sales or turnaround situations.

Real example: A family-style seafood restaurant, established for 15 years was doing $680,000 annually with $165,000 SDE. We 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.

Compare that to a deli we saw listed by another broker at $425,000. Similar financials to other deals we'd done; it should have been priced around $195,000. It sat for 13 months. Price dropped to $395,000. Then $359,000. 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 lowballers 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.

5. 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 affect in June, 2025, changed deals for the next decade. The SBA now requires that any seller financing be on fully standby for the full term of the loan. In practical terms, it means the seller can’t get payments from a buyer 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 affected sale price and buyer interest.

Restaurants with 4+ star average ratings (Google, Yelp, Facebook) sold faster and at higher valuations. 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.

We tracked this: Restaurants with 4.0+ star ratings sold for an average of 8% more than comparable restaurants with 3.5 or lower ratings, even when financials were similar.

Real example: Two pizza restaurants, both doing approximately $550K annually, similar locations, similar lease terms.

Pizza place #1: 4.3 stars on Google (230 reviews), 4.5 stars on Yelp. Consistent praise for quality and service. In contract within 9 weeks at full asking price of $425,000.

Pizza place #2: 3.2 stars on Google (180 reviews), recent complaints about service and quality decline. Sold after 6 months for $362,000: 15% less despite nearly identical financials.

The difference? Buyers felt confident in the first restaurant's reputation and customer loyalty. The second required "brand rehabilitation" that buyers factored 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) directly impacted 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

We’ve now covered two parts in the three-part series of 2025 and we’re looking forward at 2026. Here’s what we’ve learned so far.

If 2025 taught us anything, it's that the restaurant resale market rewards preparation, honesty, and realistic expectations. The sellers who succeeded weren't necessarily the ones with the best locations or the trendiest concepts. They were the ones who understood what buyers actually wanted and delivered it.

Key takeaways if you're considering selling in 2026:

Price it right from day one. The market is too informed and too competitive for "testing the waters" with inflated prices. Get a professional valuation, price it fairly, and sell quickly at full value rather than chasing the market down over 12 months.

Get your documentation organized now. If you're thinking about selling this year, spend this month getting your financial records, lease documents, and operational materials in order. Buyers in 2026 will be just as thorough (probably more so) than they were in 2025.

Be honest about your current numbers. If 2025 was slower than 2024, say so upfront. Transparency builds trust. Hiding problems wastes everyone's time and kills your credibility when the truth comes out during due diligence.

Timing matters. We're in January right now: one of the two best months of the year to sell a restaurant. If you're ready, list immediately and capitalize on motivated buyers with New Year energy and financing in place. If you need more time to prepare, any month is good for those targeted and serving buyers for the industry.

Think beyond the asking price. Consider seller financing or flexible terms to expand your buyer pool. If you own the real estate, consider retaining it as an investment and renting to the new operator rather than selling at higher interest rates. Invest in curb appeal and minor cosmetic updates. Commit to thorough training and transition support. These factors can mean the difference between a fast sale at full price and a listing that languishes.

Understand the financing landscape. More buyers than ever qualify for unsecured lending based on personal credit. This opens up deals that traditional financing won't touch. But credit-based financing is fragile: one impulsive purchase can kill a deal at the finish line.

What we expect to see in 2026:

Based on what we saw in late 2025 and early conversations with buyers and sellers this year, we anticipate:

  • Continued strong demand for fast casual and established "boring" restaurants with proven track records
  • More scrutiny on 2025 financials: buyers will want to understand not just what you did historically, but where you are right now
  • Faster closings for well-documented, realistically-priced restaurants: the gap between good listings and bad listings will widen
  • Increased buyer sophistication: expect thorough due diligence, detailed questions, and buyers who know exactly what they're looking for

The restaurants that will thrive in the 2026 market are the ones that look like safe, smart investments, not gambles. Clean financials. Solid leases. Consistent performance. Professional presentation.

Ready to sell?

If you're thinking about selling your restaurant in 2026, now is the time to start preparing. Get your numbers together. Clean up the restaurant. Talk to your landlord about lease transfer requirements. Organize your documentation.

And if you're ready to list right now? You're entering the January buying surge with motivated buyers actively looking. Don't wait.

The market rewards sellers who are prepared, honest, and realistic. Be one of them.

 

 

 

Topics: Selling a Restaurant

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