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SDE vs. EBITDA: Why the Same Business Has Two Different Prices

Published Jul 7, 2026

Ask what a small business is worth and you'll hear "a multiple of earnings." The trap is that earnings means two different things depending on the business's size — and the multiples attached to each are not comparable yardsticks.

SDE: the owner-operator's number

Seller's Discretionary Earnings = net income + interest + taxes + depreciation/amortization + the owner's salary + perks + one-time expenses.

It answers: if one person owned and ran this business, what's the total economic benefit they'd collect? Salary, distributions, the truck, the phone plan — all of it. SDE is the pricing metric in the vast majority of Main Street transactions (one industry source puts it above 90% of deals under $5M). Typical range: 2–4× SDE, median around 2.6–2.7×.

EBITDA: the investor's number

Adjusted EBITDA starts the same way but then subtracts a market-rate salary for a manager to run the business without you. It answers: what does this business earn as a standalone machine? It applies to larger, management-run businesses — typically $1M–$2M+ in earnings — and trades at higher multiples: roughly 3–6× for small companies, more for recurring-revenue businesses.

The relationship (and the trap)

Same business, two lenses:

SDE − market-rate manager salary ≈ EBITDA

A business with $1,000,000 of SDE might show $700,000 of EBITDA after a $300K general manager. Now watch the trap: a seller hears "software companies trade at 6×," applies it to their SDE, and lists at $6M — when 6× was an EBITDA multiple and the honest number is $700K × 6 = $4.2M. Or a buyer compares a 2.8× SDE deal against a "5× industry average" that was quoted on EBITDA and thinks they've found a bargain.

The rule: never compare a multiple without knowing which earnings basis it's quoted on.

Earnings and valuation panel in the Deal Analyzer — claimed SDE, verified SDE, adjusted EBITDA, and where the asking price sits in the industry benchmark range

Claimed versus verified SDE and adjusted EBITDA, with the price placed on the industry multiple range — example data; an estimate, not an appraisal.

The transition zone

Between roughly $1M and $2M of earnings, both kinds of buyers show up — owner-operators pricing on SDE and small private-equity funds pricing on EBITDA — so businesses in that band should be modeled on both bases. Our Small Business analyzer does this automatically: it computes both figures, picks the right basis from the business's size and whether you'll operate it yourself, and shows both in the transition zone.

One more wrinkle: crossing from SDE pricing to EBITDA pricing can create value all by itself — that's the manager-hire play, and it's a big enough idea that it gets its own article.

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