Seller Financing Is Still Filling the Gap in Accounting Practice Deals. Here’s Why.

SBA loan rates for business acquisitions are running around 9.3% on average in 2026, and banks aren’t exactly loosening up their underwriting either. That gap between what a buyer can borrow and what a deal actually costs is where seller financing accounting practice structures increasingly come in, not as the foundation of most deals, but as the piece that often makes the difference between a deal closing and falling apart.

A buyer with decent credit and a real down payment still can’t just walk into a bank and get a full acquisition loan the way it might’ve worked a few years back. Rates are higher. Underwriting is tighter. And accounting practices, being mostly client relationships and goodwill rather than hard collateral, aren’t the easiest thing for a conventional lender to get comfortable with.

The average SBA loan rate for business acquisitions sits around 9.31% right now, which sounds manageable until you run the actual debt service numbers on a $1.5M deal. That’s exactly where seller financing accounting practice structures step in, not as a nice-to-have, but as the thing that closes the gap and gets a deal done at all. 

We structure these deals constantly at New Clients, Inc., and what we’re seeing right now is pretty consistent: almost nothing closes on SBA debt alone anymore. Seller notes have become a real, expected part of the capital stack, not a fallback plan.

Why has seller financing become such a bigger piece of accounting practice deals lately?

Because bank and SBA financing alone often doesn’t cover the full purchase price at rates a buyer can comfortably service, so sellers are stepping in to fill the gap. A typical deal structure in the $500,000 to $2 million range now looks something like 50% SBA 7(a) loan, 25% seller note, and 25% buyer equity, layering multiple sources instead of relying on one. 

That layering isn’t new in concept. What’s changed is how necessary the seller note has become to getting deals across the finish line. A few years ago it might’ve covered a small sliver of the price as a sweetener. Now, even at 10-25% of the purchase price, it’s often the piece deciding whether a deal pencils out or doesn’t.

What are current SBA loan rates and why aren’t they enough on their own?

Rates on SBA 7(a) acquisition loans are currently running around 9.75% for most deals over $350,000, and that’s before factoring in the upfront guarantee fee, which <cite name=”34″ index=”34-1″> runs 2% to 3.75% of the guaranteed portion.</cite> None of that is disqualifying on its own. The problem is what it does to monthly debt service on a practice that’s already carrying normal operating costs. 

A buyer financing the bulk of a $1.5M deal at close to 10% interest is looking at debt payments that eat meaningfully into cash flow in year one, right when the practice is also absorbing the cost of a transition period and possible client attrition. Stack a seller note underneath that at a lower rate, and the math gets a lot more workable.

What terms are for a seller note in an accounting practice deal right now?

Seller note interest rates in 2026 run 6% to 9% annually for fully amortizing notes, priced below what a bank or SBA loan would charge on the same deal. The standard structure has the seller accepting 10% to 25% of the purchase price as a deferred payment, usually amortized over five to seven years, and subordinated to any senior debt.

That range holds up across the broader small-business M&A market too: seller financing covered roughly 10% to 16% of deal value across most Main Street and lower middle market segments in Q1 2026, dropping to just 5% for companies in the $5M to $50M range, according to the IBBA and M&A Source Market Pulse report. Accounting practices track closely with the smaller end of that range.

There’s a regulatory wrinkle worth knowing if SBA financing is part of the deal too. When seller financing is combined with an SBA loan, the seller has to agree to a standby arrangement, deferring their own payments if the business runs into trouble, and the seller note’s interest rate can’t exceed the SBA loan’s rate, with a term at least as long as the SBA loan’s. That’s not a minor detail. It affects how a seller actually gets paid over the life of the deal. 

What does a capital stack look like for a mid-size accounting practice acquisition?

Here’s roughly how deals in the sub-$5M range tend to break down right now:

Total leverage across deals has come down from where it sat during the 2021 peak, running closer to 4x to 6x EBITDA now versus 6x to 7x back then, which is part of why buyer equity requirements haven’t loosened even as seller notes have picked up more of the slack. 

What’s the biggest risk in a seller-financed accounting practice deal, for either side?

For the seller, it’s straightforward: if the buyer can’t generate enough cash flow to service both the SBA loan and the seller note, payments get missed, and the seller is subordinated behind the bank, meaning they get paid last in a default scenario. The most effective way sellers mitigate this risk is requiring a personal guarantee from the buyer, which puts the buyer’s own assets behind the note, not just the practice itself. 

For the buyer, the risk runs the other direction. Taking on two layers of debt at once, senior and seller, means less room for error if client retention comes in lower than projected during the transition period. This is exactly why deal structure matters as much as deal price. 

FAQs

Why is seller financing so common in accounting practice acquisitions right now?

Because current SBA and bank rates, running close to 9% to 10%, can’t cover a full purchase price at debt service levels a buyer can comfortably manage. Seller notes fill that gap and frequently make the difference between a deal closing and falling apart.

What interest rate is typical for a seller note in 2026?

Most seller notes run 6% to 9% annually, generally priced below SBA or conventional bank rates on the same deal, and are structured with a 5 to 7-year amortization schedule.

Can seller financing be combined with an SBA loan?

Yes, and it’s the most common structure right now. The seller has to agree to a standby arrangement deferring their payments if the business struggles, and the note’s rate and term have to fit within SBA requirements.

Does offering seller financing help a seller get a higher sale price?

Yes. Buyers can frequently stretch further on purchase price when part of the payment is deferred through a seller note rather than required entirely in cash at closing.

What percentage of a typical deal does a seller note usually cover?

Seller notes commonly cover 10% to 25% of the purchase price, layered alongside an SBA loan covering the majority of the deal and buyer equity making up the remainder.