Ecommerce Valuation Calculator
Pure ecommerce businesses, $500K to $30M sale price. Calibrated on real closed-deal data and built around how the lower middle market actually transacts.
Click any ? for an explanation of that input.
Inputs
Indicated Valuation Range
There are 196 closed ecommerce transactions in the database, 2017-2025. The 8 closest to your profile, by deal size and margin, are waiting behind your email. You will receive an emailed comp report within 24 hours.
How this calculator works
Step 1. Baseline SDE multiple is selected from a calibrated tier table built on real closed-deal data. Pure ecommerce only. Multiples reflect the lower middle market reality: 2-4x SDE for most deals, with size and quality drivers moving the range.
Step 2. Quality adjustments add or subtract turns based on profit trend, gross margin, inventory model, channel concentration, reviews quality, subscription mix, customer concentration, founder dependency, and books quality. Each driver applies an additive turn calibrated against actual buyer underwriting in the segment.
Step 3. Deal structure is bimodal. Below $2M SDE, deals route through SBA 7(a) financing with a fixed structure of of 70% cash to seller at close, 30% seller note with 24-month full standby. Above $2M SDE, deals enter PE territory where cash anchor, note share, earnout share, and rollover share become negotiable levers.
Working capital peg. The headline asking price is inflated during listing to absorb one month of inventory at cost. At close, the NWC peg is deducted from the seller's proceeds because the buyer needs that capital sitting in the business to keep shipping orders. Net Seller Proceeds reflects this deduction. Above one month of COGS, inventory is typically negotiated as consignment paid out as it sells through.
Risk-adjusted proceeds. Cash 100%, notes ~95%, earnouts at user-set achievement %, rollover ~85% (illiquidity discount). The honest expected number, not the headline.
Output is directional. Realized multiples vary materially based on growth credibility, buyer competition, and category-specific factors. Signed engagement and full quality-of-earnings review required before committing any number to a seller in writing.
How to Use the Ecommerce Valuation Calculator: What Your Business Is Actually Worth
If you run an ecommerce business doing somewhere between $500K and $30M in revenue and you’re starting to wonder what it might sell for, this guide walks through exactly how the calculator on this page works, where the numbers come from, and how to read the output. The model is calibrated against a proprietary database of 196 closed LMM ecommerce transactions, 2017–2025, drawn from multiple private brokerage sources under non-disclosure, validated against multiple external research sources, and built around how the lower middle market actually transacts in 2025, not how Amazon FBA brands sold during the aggregator boom of 2020–2022.
By the end of this post you should have a defensible indication of where your business sits, a clear understanding of which drivers move the multiple most, and a realistic picture of what cash actually hits your account at close versus the headline number you’ll see on your offer.
Why generic ecommerce valuation rules don’t work
The internet is full of “ecommerce sells for 3–4x SDE” rules of thumb. They’re not wrong. They’re just useless because the spread within that range is enormous, and the difference between a business at the low end and the high end is often material to whether the transaction is worth doing.
Phoenix Strategy Group reports that ecommerce profit multiples stabilized around 3.98x by late 2024, but the range underneath that median spans from 1.68x for very small deals to over 5x for premium DTC brands. ClearlyAcquired’s 2026 data breaks the variance down by model: dropshipping at 1.5–3x SDE, Amazon FBA at 3–5x EBITDA, Shopify DTC at 4–6x EBITDA, hybrid multi-channel at 5–7x EBITDA. Trend Hijacking’s analysis lands in the same neighborhood.
The aggregator era distorted everything. Industry retrospectives describe how Amazon FBA businesses sometimes sold for 6–7x SDE in 2021 bidding wars, then watched the median collapse as Thrasio and other aggregators retrenched. By 2024, industry research put the average FBA multiple at 3.1x SDE, with clean evergreen brands ranging 3.5–4.0x. Titan Network’s 2026 playbook puts the median FBA exit at 2.5–4x SDE with top quartile reaching 5–7x through systematic pre-sale optimization.
This calculator captures all of that variance through specific drivers. Instead of giving you a 1.5x to 7x range, it asks twelve specific questions about your business and tells you where in the range you actually land.
The bimodal deal structure problem
Before walking through the inputs, there’s something specific to ecommerce that needs explaining: deal structure is bimodal in this category, and it auto-flips based on your SDE.
Below $2M SDE, deals route through SBA 7(a) financing. The structure is largely fixed by SBA underwriting rules. As of 2025, that typically means 70% cash to seller at close, 30% seller note with 24-month full standby (then 5-year amortizing). No earnouts. No equity rollover. SBA forbids structural complexity.
Above $2M SDE, deals enter PE territory. Cash at close becomes a negotiable lever. The residual gets allocated among seller note, performance earnout, and equity rollover.
The calculator detects which mode applies based on your SDE input and shows the appropriate structure UI. This matters because the same headline price means very different things in the two modes. A $5M SBA deal puts $3.5M in your account at close and $1.5M in a note. A $5M PE deal might put $2.5M cash, $1.5M earnout, $1M rollover, and the timing and risk of those tranches is completely different.
Walking through each input
Revenue (LTM)
Last twelve months of total revenue. Not annualized. Not next year’s plan. The actual trailing 12-month figure that shows up in your books.
For ecommerce, this should be your gross revenue (what customers paid you), not your net after Amazon fees, payment processor fees, or returns. The calculator handles those costs through the gross margin input.
Why it matters: Revenue alongside SDE determines your size tier.
Seller’s Discretionary Earnings (SDE)
Net income, plus owner’s compensation, plus interest, taxes, depreciation, amortization, plus discretionary expenses run through the business. The number a new owner would earn if they replaced the seller’s role with a market-rate manager.
Almost all sub-$10M ecommerce deals trade on SDE multiples, not EBITDA. SBA underwriting uses SDE. Buyers in this segment are owner-operators or small holding companies who replace the founder’s labor.
The calculator’s SDE multiple bands by tier, from the proprietary comp database:
- Under $1M SDE: P25=2.20x, P50=2.65x, P75=3.00x (n=86 deals)
- $1M–$2M SDE: P25=2.65x, P50=3.05x, P75=3.45x (n=46)
- $2M–$5M SDE: P25=2.85x, P50=3.40x, P75=3.85x (n=36)
- $5M–$10M SDE: P25=3.50x, P50=3.80x, P75=4.25x (n=18)
- $10M–$30M SDE: P25=3.75x, P50=4.40x, P75=5.15x (n=10)
These align with Phoenix Strategy Group’s stabilized 3.98x median for late-2024 ecommerce, the 3.1x FBA average reported in industry research, and ClearlyAcquired’s 2.5–10x range depending on model and size.
Why it matters: SDE drives the multiple application directly. It also determines whether the deal is in SBA or PE territory.
Gross Margin Percentage
Revenue minus cost of goods sold (product cost, freight inbound, packaging), divided by revenue. Excludes marketing, fulfillment labor, and overhead.
The calculator’s bands:
- Under 30%: -0.25x
- 30–45%: baseline
- 45–60%: +0.25x
- 60%+: +0.5x
Why it matters: Gross margin drives both the multiple adjustment and the working capital peg calculation. High-margin businesses absorb cost shocks and attract premium buyers.
Profit Trend (YoY SDE change)
Year-over-year change in SDE. This is the single biggest non-tier driver of multiple.
- 25%+: +0.6x
- 10–25%: +0.3x
- 0–10%: baseline
- Negative: -1.5x with warning state
Owned Inventory vs Dropship
Where your inventory sits, expressed as a percentage from 0 (pure dropship) to 100 (fully owned). The calculator uses a convex penalty curve: pure dropship carries a -1.50x adjustment; fully owned is baseline. ClearlyAcquired puts dropshipping businesses at 1.5–3x SDE versus owned-inventory branded ecommerce at 3–6x EBITDA, a meaningful gap.
Why it matters: Owned inventory is a moat. Dropshipping is the opposite. Buyers price the difference materially.
Largest Channel Concentration
What percentage of revenue comes from your single largest sales channel. Diversified channels command a meaningful premium. Hybrid multi-channel businesses typically achieve 5–7x EBITDA, materially above either single-channel model.
Reviews (Rating and Volume)
Across your top SKUs and primary marketplace listings: weighted average star rating and total review count. The 4.3-star line is the cliff for Amazon search visibility. Reviews are hard to fake, hard to fix quickly, and signal product-market fit better than any other public data point.
Subscription Revenue Percentage
What share of revenue comes from recurring subscriptions. Recurring revenue gets a small premium (+0.15x to +0.40x) because it’s more predictable, capped because ecommerce subscription economics differ materially from SaaS.
Customer Concentration
What percentage of revenue comes from your single largest customer. Mostly relevant for hybrid wholesale exposure. Severe concentration (30%+) carries a -0.80x adjustment.
Founder Dependency
Low (under 10 hrs/week, real team): +0.10x. Medium (20–40 hrs/week): baseline. High (founder is the business): -0.30x. Phoenix Strategy Group’s analysis shows founder dependency costing up to 1.5x in extreme cases.
Books Quality
Poor books: -0.5x. Average: baseline. Clean (accrual, monthly closes, audit-ready): +0.10x. SBA lenders specifically require accountant-prepared financials with clean addback documentation.
The working capital peg, explained
This is the single most-misunderstood concept in ecommerce M&A. First-time sellers consistently underestimate it.
The mechanic: Buyers need working capital from day one. They cannot operate the business without inventory on hand. The standard practice is for the seller to deliver the business with one month of inventory at cost included. This is the Net Working Capital (NWC) peg.
How it shows up in the deal: During listing, the asking price is inflated to absorb the NWC peg. At close, the NWC peg is deducted from your proceeds because the buyer needs that capital sitting in the business to keep shipping orders.
The seller experience: You sign an agreement at $5M. You expect $5M in your account at close. At close, you find out one month of COGS, say $250K, is held back as the working capital peg. Your expected $5M became $4.75M.
This is industry standard, not a buyer trick. The calculator handles this automatically and shows it as a deduction in the deal structure waterfall so you can see it before you list.
Reading the output
The calculator gives you three numbers across the top: Conservative (P25), Base Case (P50), and Stretch (P75). Below the headline range, the deal structure waterfall shows Headline EV, less the NWC Peg, yielding Net Seller Proceeds, then Risk-Adjusted Expected (the honest take-home estimate after applying recovery rates to each structured tranche).
Most sellers focus on the headline EV. The right number to focus on is the Net Seller Proceeds and the Risk-Adjusted Expected. Those are what your life looks like after close.
Sources
The calculator’s calibration draws on a proprietary database of 196 closed LMM ecommerce transactions, 2017–2025, drawn from multiple private brokerage sources under non-disclosure. External market research informing the bands and adjustment factors:
- Phoenix Strategy Group. “How to Value an Ecommerce Business in 2025.”
- ClearlyAcquired. “E-commerce Valuation: Current EBITDA Multiples for Online Brands.” February 2026.
- Titan Network. “Sell Amazon Business: Advanced Exit Playbook 2026.”
- Trend Hijacking. “E-commerce Valuation Multiples: Key To Buying An Online Store.”
- Robbins Pellegrino. “What is an E-commerce Business worth in 2025?”
- Raisek. “Valuation Benchmarks 2025: SaaS, E-commerce & Tech.”
Multiple private transaction databases informing the FBA-specific bands were accessed under non-disclosure. Aggregator-era distortion of 2020–2022 multiples was excluded from the calibration sample to reflect current market reality.
Questions or want to talk through your specific situation? Reach out at nate@maximumexit.com.