Private SaaS Valuation Multiples: What Moves Them

Choose the metric by size and profile:

• Seller's discretionary earnings (SDE): common for very small, owner-operated software businesses, where the buyer will step into the founder's role and take the profit as pay.
• EBITDA: fits profitable companies that have a management team and don't rely on the owner.
• ARR or revenue multiples: fit companies that reinvest in growth and don't show much profit, where recurring revenue is the better proxy for value.

Many businesses sit between two of these, and buyers may look at more than one. Run all that apply to your company and see whether they point to a similar value. A big gap between them usually tells you something, such as heavy reinvestment, owner-dependent earnings or unusual expenses that need adjusting.

Buyers price risk and durability. These factors carry the most weight:

• Growth rate. Faster growth earns a higher multiple, and stagnation lowers it. SaaS Capital's benchmarking put the median ARR growth rate for private B2B SaaS companies at 25 percent for 2024¹, so it helps to know where you sit against that.
• Retention. Low churn and net revenue retention above one hundred percent signal durable revenue.
• Gross margin. Hosting, support and third-party costs that eat margin reduce what a buyer can earn.
• Customer concentration. If one customer is a large share of revenue, buyers discount for the risk of losing it.
• Founder dependence. If sales, support or code all run through one person, expect a lower price or a longer transition requirement.
• Contract structure. Annual prepaid contracts are worth more to a buyer than month-to-month plans.
• Technical health. Old code, single points of failure and undocumented systems all show up in diligence.

Profitability matters too. In NYU Stern's January 2026 industry data, the EBITDA margin for US software (system and application) companies was 35.93 percent². That's a public-company average, so your small business will differ, but buyers do compare your margin to something.

Work through these steps:

1. Gather comparable sales for businesses of your size and type. Ask brokers and marketplaces such as Acquire.com or Flippa what similar companies have sold for recently, and ask for the metric each buyer used.
2. List the factors above and mark where you're stronger or weaker than a typical comparable.
3. Set a low, base and high multiple that reflect those gaps.
4. Apply each to the right metric and see the values side by side.
5. Cross-check with a second method, such as an earnings multiple or a discounted cash flow.

For example, say brokers tell you that businesses like yours have sold for three to five times ARR, and your ARR is $1,200,000. Say that gives a range of $3,600,000 to $6,000,000. If your top customer is 30 percent of revenue and churn is higher than typical, you'd position toward the low end. If you have low churn, prepaid annual contracts and a documented product, you'd argue for the high end. The Rule of 40 calculator gives a quick read on growth and profit together.

Public companies are larger, more liquid and more diversified, and their shares trade daily. A small private company carries more risk for a buyer: less financial history, key-person dependence, thin customer counts and no easy way to resell the business. Buyers apply a discount for that, so a public multiple usually overstates what you'd get.

The headline multiple also isn't the whole deal. Earnouts, seller financing, holdbacks and consulting agreements change what you'll actually receive and when. Compare offers on cash at closing and on the risk in the deferred portion, not just the multiple. For a wider view of how buyers value small companies, read valuing a small business by revenue multiple.

Prepare the following, because a gap between your claims and your records is the most common reason offers get cut:

• A reconciliation of ARR to bank deposits and your billing system.
• Cohort retention by month or year of signup.
• Contracts with key customers, including renewal terms and any change-of-control clauses.
• Gross margin by product or customer segment.
• Documentation of the code base, hosting and third-party dependencies.
• Tax filings and financial statements consistent with the numbers in the listing.

If you plan to list on a marketplace such as Acquire.com or Flippa, ask how they verify metrics and what buyers expect to see. Get advice from a broker, attorney and CPA before you sign anything; valuation is judgment, and terms matter as much as price.