by: Oliver Wreford, EdTech Portfolio Leader

Selling your business is one of the most consequential and nerve-wracking decisions you will make as a founder. A well-executed transaction could be the most significant financial event in your lifetime, not to mention the implications on your career, relationships with your team, and the legacy of the company you spent countless hours building. The process is also costly and time-consuming and can become a distraction from the day-to-day operations of your business.

In my experience working on many acquisitions, currently in EdTech at Banyan Software, I’ve seen deals that worked out well for founders and some that didn’t. The difference usually comes down to how prepared the founder was before the process began.

Founders who succeed in a sale process share a common trait: they have done their homework in a few key areas of their business. I have outlined my top five below.

Know what you want to accomplish by selling your company. Define a clear, prioritized set of objectives for the sale process. These goals might include maximizing purchase price, derisking your personal balance sheet, finding a buyer that can accelerate growth, or preserving the culture you’ve built with your team and customers. These goals aren’t always compatible, and in my experience, founders who enter a process with clear priorities tend to find the right buyer rather than defaulting to the highest bid.

Confidently articulate an elevator pitch that explains why your company is a valuable, defensible business. Following that, be prepared to detail your company’s value propositions and key differentiators, the segments of the market you serve, and your ideal customer profiles. Put simply: why do customers choose you, why do they stay, and where do the most compelling growth opportunities lie? The founders I’ve seen succeed in a sale process can tell that story with conviction and specificity, generating genuine excitement among would-be buyers.

AI would not have made my list six months ago. Today, it presents perhaps the most important threat and set of opportunities a vertical SaaS business faces. In every conversation you have with a buyer, they will want to understand how you’re using AI to improve operations, accelerate product development, and deliver more value to customers, all in measurable terms. They will also want to know you’ve thought seriously about the risks: competitive disruption, the cost of execution, and how AI may shift what your customers need from you. Founders who can speak to both fluently stand out. Founders who can’t raise questions about how the business will compete going forward.

Be prepared to speak to the details of how your company makes money and how it spends, because buyers will dig into every key metric and underlying detail. Understand KPIs such as EBITDA, net revenue, GAAP vs. cash accruals, new logo pipeline, and net revenue retention, as you will be expected to speak to each with authority, backing your company’s financial projections with data. We, buyers, will also closely monitor your execution against projections during the sale process itself. Knowing your numbers and hitting targets in the lead-up to close will put you in a great position to secure a fair, firm valuation.

The terms of a deal and the operating model of the buyer will shape what your life looks like after the transaction closes, sometimes more than the price itself. I’ve seen founders focus entirely on valuation and end up in a structure that didn’t serve them or their team well. Understand how a buyer approaches company leadership post-acquisition, where they typically invest, and where they cut costs. On the financial side, examine whether earnout targets are realistic or structured in a way that’s unlikely to pay out. Consider how their strategic vision aligns with yours. There are different buyer types: permanent capital, growth-focused PE, and strategic acquirers. Each has fundamentally different answers to these questions. Banyan Software, for example, acquires businesses with the intention of holding them permanently, which shapes everything from how we approach leadership transitions to where we invest post-close. Understanding which model fits your goals is as important as understanding valuation.

The founders I’ve seen complete a sale process successfully are well prepared from the outset. They are clear on their goals, have a compelling growth story, and are fluent in their numbers. That preparation allows them to find the right buyer and get a deal done faster, with less stress, and with the legacy of their business intact.

If you’re thinking about selling your business, you can learn more here, or reach out directly at info@banyansoftware.com.

Oliver Wreford is the Portfolio Leader of our education software businesses. With deep expertise in technology solutions for K-12 education and a track record of helping scale some of the biggest names in the industry, such as PowerSchool and SchoolMint, Oliver offers strategic insights and practical expertise in education technology. Previous to his current role, Oliver was CEO of School Pathways and Aequitas. Connect with Oliver on LinkedIn.