Exit planning for founders: how to plan the sale

What is exit planning, and when should a founder start?

Exit planning is deciding whether, when, and how to sell, then getting the business, the deal, and your next chapter ready for that decision, and the time to start the conversation is now.

How far out a founder feels is a poor guide to when to start. Scott Stepanik, Director of M&A, who leads every FNDRS sale, puts it plainly: the time is always right to start the conversation, and an owner's own sense of when they are ready says little about when to begin. The first conversation shows what stands between the business and the number you have in mind, and that is where the plan starts.

Pre-exit planning, the part done before the business goes to market, is most of the work: knowing three numbers, choosing a route, and doing the work a buyer prices, in that order. The sale itself comes last, and it runs on its own calendar.

Most owners come to a sale with little planning behind them. In the IBBA and M&A Source Market Pulse Survey for the second quarter of 2026, between 60% and 90% of sellers, depending on the market sector, had done less than one year of exit planning, or none at all. The range comes from 255 business brokers and M&A advisors reporting on 181 deals they closed in the quarter, and the release does not say which sector sits at which end of it. Read it as a reason to start the conversation now, not as a waiting period.

This guide is written for the owner of a private, founder-led business, typically $1 million to $25 million of adjusted EBITDA, the size of business the FNDRS deal team works with. It is written for the founder making the decision, not for the advisors around them.

Nick Long, the CEO and co-founder of FNDRS, calls the first step the hardest one, and the one that costs nothing: "The first exit is indecision into decision."

What goes into an exit plan first?

Three numbers go in first: what your next chapter costs, what buyers will pay for the business as it stands, and what you keep after debt, fees, structure, and tax.

• The number you need. What life after the business costs, after tax, for the rest of your life. It is personal, and you plan it with outside experts: FNDRS gives no wealth or tax advice.
• The number the market will pay. Not a rule of thumb: your adjusted EBITDA times your place in your industry's range, set by how a buyer will see your risk. The Go-To-Market Analysis builds it.
• The number you keep. Enterprise value minus debt, fees, working capital adjustments, deferred and contingent consideration, and tax.

The gaps between them are the strategy. If what you need is more than the market will pay, that is the readiness gap, and the route is to build first, combine, or hold. If the market will pay more than you need, you have options. Between what the market pays and what you keep is the structure gap, closed by negotiation, by choosing the right deal structure, and by tax planning with outside experts.

Most founders are missing at least two of the three. The deal team helps you find the second and the third; the first is yours, made with your own advisors.

Should you sell now, build first, or hold?

Three questions decide it: does the market number cover the number you need, can work on the business close the gap, and is the business transferable today?

We ask every founder the same three questions in the first conversation, and the answers usually point to one of three routes.

A valuable business is not always a sellable one. On the playbook's exit readiness matrix, a business with strong earnings that a buyer cannot take without its owner is a trapped asset, and buyers price it with earn-outs and long transitions. De-risking it before going to market, so the earnings can move without you, is often the best return on time a founder will ever earn.

Whichever route the answers point to, the conversation starts now. A route that builds first is a plan with work in it, not a reason to wait.

Which work comes first in an exit plan?

The work a buyer prices comes first: the earnings it can verify, then the risks that decide where those earnings land in your industry's range.

A buyer starts from adjusted EBITDA, and adjusted EBITDA is built, not declared: each add-back is an argument that has to survive the buyer's quality of earnings review. Then the buyer sets the multiple. Your industry has a range, and where the business lands in it is decided by evidence.

The earnings a buyer can verify

Clean books come first: accrual accounting, statements reviewed by an outside accountant, personal expenses out of the business, and every add-back documented. Your CPA does much of this work with you, and the Go-To-Market Analysis tests it line by line.

The risks a buyer prices

Then come the six value drivers buyers use to price risk: earnings quality, owner independence, customer diversification, revenue visibility, growth evidence, and transferability. Most founders are strong in two or three and have blind spots in the rest.

Start with the work that takes longest to show in the numbers a buyer reads: a management team, recurring revenue, customer diversification, and systems. Buyers read the trailing twelve months, so a change shows up in the price only once it shows up in those numbers.

The flags a buyer would raise

Every business has issues. Sort them by what they cost and whether they can be fixed, then fix each one you can and frame the rest before a buyer finds them. The Go-To-Market Analysis reads the business the way a buyer will and names the yellow and red flags, so none of them first comes up in diligence.

• How to prepare a business for sale
• Owner dependence

How does the sale itself run?

After the Go-To-Market Analysis (GTMA), the sale runs in four phases, prepare, market, select, and close, over roughly seven to twelve months from signing to the wire for a company that is ready: an estimate drawn from past engagements, not a commitment.

The GTMA is the step before the sale, not a phase of it: $10,000, flat, credited in full against the fee for the sale if you go on to engage FNDRS. Scott Stepanik, Director of M&A, reads the business the way a buyer will, from a discovery meeting asked from the buyer's side of the table to a line-by-line session with your CPA on every add-back. It ends with three paths side by side, all cash, rolled equity, or keep growing, with the total proceeds of each after five years.

Scott leads every sale, and the deal team runs the process with you. Two gates decide when it moves: nothing goes to market before the engagement is signed, and no buyer sees the confidential information memorandum (CIM) before you approve it.

What stretches the calendar is usually something found late: financials that need restating, several legal entities or costs shared between them, something the buyer's quality of earnings review turns up, or a customer, supplier, or landlord whose consent the sale needs. Finding them in the plan leaves time to fix them quietly.

What happens after the close?

After the close, the proceeds land and the life they pay for begins, and both are planned before the wire: the deal team works the terms with your attorney and CPA, and outside experts plan the tax, estate, and wealth side.

FNDRS gives no legal, tax, trust, or wealth advice. It keeps the sale in step with your advisors, because the structure of the deal is set during the sale, and once it is signed most of what decides your proceeds is fixed.

The founders who enjoy the year after a sale settle a few things before the wire lands:

• The income. What arrives each month once the salary stops, and where it comes from.
• The taxes. What is owed and when it is due, worked out with your CPA before anything is spent.
• The family. The conversation about what changes, held before the announcement and not after it.
• The next venture. Whether there is one, and how much of the proceeds it gets.
• The Monday. What you do the first week the business no longer needs you, written down.

Whether you stay on after the sale is a term of the deal. Many buyers ask for a transition period, and the less the business depends on you before the sale, the shorter that period tends to be.

• Post-exit planning

Your exit plan on one page

The plan fits on one page: the three numbers, the route they point to, the work in the order a buyer prices it, the people who do it with you, and the decisions after the close. Fill in what you know today, on screen or on paper. A blank is not a failure: it is the first thing to find out, and the agenda for the first conversation.

The plan computes nothing: no price, no multiple, no proceeds. The Go-To-Market Analysis builds the number a buyer would pay.