Selling a FinTech Business

FinTech valuations usually start with EBITDA (or SDE for smaller owner-run businesses), and, for SaaS-like models, ARR. What moves the multiple is “rails and permissions” risk: sponsor and processor dependence, change-of-control consent, who holds loss exposure (chargebacks, ACH returns, credit losses), and whether your data rights and consents survive a sale. Clean unit economics plus transferable permissions usually mean a higher price and fewer holdbacks. Use Rejigg’s free valuation calculator to get a range, then pressure-test it against your partner contracts and loss profile.

No. A broker can help run outreach, but FinTech deals often hinge on diligence packaging: partner contracts, flow of funds, compliance ownership, reserves, and loss history. You also want buyers who already understand sponsor-bank programs and processor monitoring since mismatched buyers burn time and trigger unnecessary risk questions. Rejigg helps you run a direct process with pre-vetted buyers, digital NDAs, a built-in data room, and a deal dashboard to track offers. Start with the preparation guide and list once your rails story is clear.

Many FinTech sales close in about 3–6 months, but partner approvals can add weeks or months. Sponsor banks, processors, and some data providers often require change-of-control consent, buyer re-underwriting, and new control-person checks, and those timelines rarely match your lawyer’s timeline. Sellers move fastest when they start with a contract inventory, a flow-of-funds diagram tied to the contracts, and a list of who must approve what. Rejigg keeps diligence in a secure data room and tracks questions and milestones so the process stays on schedule. See the due diligence checklist.

Sometimes, but many FinTechs are hard for SBA lenders to underwrite because revenue can depend on sponsor permissions, non-assignable partner contracts, and loss volatility. Most SBA lenders want stable cash flow, clean books, and a business that can keep operating even if a third party changes pricing or requires re-approval. If your FinTech looks more like software plus services with contracted revenue and limited flow-of-funds exposure, SBA can be workable. Use Rejigg’s SBA loan calculator to model payments, then confirm your sponsor and processor will accept an SBA-backed change of control.

Buyers usually start with sponsor, processor, issuer, and key vendor agreements, including termination and change-of-control clauses. They also ask for a flow-of-funds diagram tied to those contracts, KYC/AML and complaint-handling ownership, dispute/chargeback and fraud metrics, reserve schedules, data-provider contracts and usage rights, plus security evidence like questionnaires and incident summaries. The point is to see what can pause the program, reprice you, or create tail liability after closing. Rejigg’s built-in data room is designed for this structure, and you can grant access only after an NDA, with granular permissions.

Change-of-control clauses often drive the deal, even when the financials look great. Sponsors and processors may require prior written consent, buyer re-underwriting, or even full re-onboarding; data providers may force re-contracting; enterprise customers may require vendor re-onboarding. Counterparties can also use the moment to renegotiate pricing, reserves, or monitoring thresholds. Map these clauses early and build them into the LOI and closing timeline, including who owns outreach and what “approval” means in writing. Rejigg helps you track required consents and keep approvals and documents organized in one workspace. More detail: deal negotiation guide.

Working capital can be harder in FinTech because cash timing is shaped by settlement delays, rolling reserves, chargeback windows, and partner-held balances. Buyers often set a working-capital peg so the business has enough day-to-day liquidity at close, then they verify which cash is truly unrestricted versus reserved or prefunded. If you have rolling reserves or prefunding requirements, model them explicitly and tie them to the purchase agreement so there are no surprises at closing. Rejigg helps you compare offers on working-capital terms side-by-side and store reserve statements for quick reconciliation.

Earnouts are common when results depend on partner approvals, volume volatility, or a growth story that is still proving out. In FinTech, the main risk is control: a sponsor reprices, a processor tightens thresholds, or the buyer changes risk settings, and performance drops. If you take an earnout, align metrics to how you actually earn money, such as net revenue after chargebacks and returns, or contribution margin. It’s also worth defining control rights, reporting cadence, and auditability. Rejigg’s offer comparison dashboard helps you compare earnout definitions and control provisions across buyers.

Buyers usually accept that compliance is imperfect, but they need a clear operating model. They want to know who the regulated party is, where you sit in the flow of funds, and who makes daily decisions on onboarding, monitoring, marketing approvals, complaints, and reporting. When that ownership is unclear across you, a sponsor, and vendors, buyers assume worst-case risk and discount the deal. Strong sellers show workflow ownership, oversight evidence, and what changed after any incidents or partner findings. Rejigg gives you a structured place to present this narrative with supporting artifacts.

FinTech diligence tends to revolve around permissions and rails, while SaaS diligence leans on retention, CAC, and product velocity. Buyers will dig into flow of funds, sponsor and processor dependence, loss allocation for disputes, fraud, returns, and credit, plus data rights and security controls that a bank partner will sign off on. Two products can look identical in a demo but carry very different shutdown and liability risk behind the scenes, and pricing follows that. Rejigg is built for this style of diligence with vetted buyers, NDA-gated access, and a data room that fits rails, risk metrics, and contracts alongside financials.

Confidentiality is harder in FinTech because naming a sponsor, processor, or data provider can create partner risk, and sharing fraud or dispute metrics without context can trigger the wrong conclusions. Most sellers use staged disclosure: a high-level rails stack first, then counterparties and contracts only after an NDA and only with serious buyers. It also helps to control who can download and how long documents stay available. Rejigg supports staged disclosure with pre-vetted buyers, digital NDAs, and document-level permissions in the built-in data room.

Taxes depend on your entity type (C-corp vs. LLC), deal structure (asset vs. stock sale), and how the purchase price is allocated across IP, customer contracts, goodwill, non-compete, and earnouts. Many FinTech founders prefer stock sales for capital gains treatment and to reduce re-contracting friction, while buyers often push for asset deals to limit unknown liabilities tied to compliance, disputes, and partner claims. You’ll want tax counsel early, and it’s worth modeling net proceeds across a few structures before signing an LOI. Rejigg’s offer tracking helps you compare not only price, but structure and contingencies that change after-tax outcomes.

Transition often runs 3–12 months and can be longer when sponsor and processor relationships or compliance routines are founder-led. Buyers usually want overlap for partner introductions, monitoring cadence, and operational knowledge around reconciliation, disputes, returns, and exception handling. Transition goes more smoothly when owners are named for each partner, approval guardrails are documented, and required reporting is calendared. Rejigg’s process guidance helps you plan the handoff and keep a record of what transferred and when. See transition planning guide.

It depends on what creates durable value in your setup. Some FinTechs have a regulated entity with licenses, exams, and a compliance history that a buyer wants to own. Many others rely mainly on sponsor approvals, partner contracts, integrations, and operating playbooks, so the “value” sits outside the entity. Buyers will weigh which perimeter reduces consent friction and preserves permissions, and they may discount a regulated entity that carries legacy liabilities. Rejigg helps you define the deal perimeter clearly so buyers can evaluate fit early and avoid surprises after the LOI.

Late-stage failures usually come from rails and permission surprises: non-assignable partner contracts, change-of-control consent that was assumed, a gap in compliance ownership, data rights that don’t transfer, or undisclosed reserve and dispute exposure. Prevent this by sharing the hard facts early: flow-of-funds diagram, partner dependency map, key clauses, loss metrics, reserve schedules, and security evidence. Buyers can still negotiate, but they negotiate faster when the risk picture is clear. Rejigg keeps diligence materials centralized and supports staged disclosure with vetted buyers. Use the due diligence checklist as your baseline.

Buyers want books they can reconcile to the rails. That means clearly separating pass-through versus kept revenue, showing where reserves sit, and explaining settlement timing so cash patterns make sense. Clean up owner add-backs, separate one-time legal and compliance costs, and reconcile processor remits and sponsor reports to the P&L. Most diligence delays happen when you cannot trace a single transaction from customer action to settlement to revenue recognition. Rejigg can import financials via QuickBooks and store reconciliations in the data room so you don’t rebuild the same analysis for every buyer.

You typically have three paths: choose a buyer your partners will approve, restructure the deal to reduce control-person risk (for example, a phased change of control or longer transition), or plan a rail migration before or after closing. Each option affects price, timeline, and certainty, and the right answer varies by sponsor policy and your program’s performance metrics. Before you sign an LOI, confirm approval requirements and expected timelines, and make partner consent an explicit closing condition. Rejigg helps you run parallel buyer conversations and compare certainty, including partner-approval risk, alongside headline valuation.

Fit comes down to whether the buyer’s permissions and operating model match your rails reality. A strategic with existing sponsorship and compliance operations may pay more for integrations and program know-how. A financial buyer often prefers SaaS-like revenue with minimal custody and loss exposure. Another FinTech may value distribution, data rights, or your sponsor relationship. You’ll narrow the list faster by being explicit about flow of funds, partner dependencies, and loss allocation early in the process. Rejigg connects you with pre-vetted buyers and keeps the listing narrative consistent so mismatched buyers drop out sooner. See finding buyers guide.