PARA VENDEDORES
The Closing-Day Rule That Can Add or Subtract From Your Sale Price
You can negotiate a price and still not know what you will be paid. In some deals, one clause decides how much of the business's own money you have to leave inside it.
A working capital adjustment lets the buyer move your price at closing, based on what is left in the business. Many smaller sales have no such clause at all. Knowing which kind of deal you are in is the point.
You agree on a price. Diligence goes fine. Then, days before closing, the buyer’s accountant sends over a closing statement showing that you owe money back. Nobody is lying, and nobody is retrading you. That is a working capital adjustment doing exactly what the purchase agreement says it should do.
It is the part of a deal that sellers understand least and sign fastest — when it is there at all. Here is what a working capital adjustment actually is, which deals tend to have one, and the handful of terms that decide whether it costs you money or protects you.
I. What a Working Capital Adjustment Actually Is
A buyer is not just buying your earnings. They are buying a machine that has to keep running on day one, and a machine needs fuel: cash in the account, invoices customers have not paid yet, inventory on the shelf, and bills you have not yet paid. Accountants call that working capital — current assets minus current liabilities.
So the purchase agreement sets a target: the amount of working capital the business is expected to have on the day it changes hands. The target is normally built from your own trailing twelve-month average.
On closing day, someone measures the actual figure. Above the target, your price goes up by the difference. Below it, your price comes down. That is the entire mechanism.
Run it on real numbers, at a size most owners will recognise. Say the agreed level is $180,000. You have had a strong collection month and the business closes with $205,000 of working capital — your price goes up by $25,000. Or you spent the last quarter collecting hard, paying down suppliers and running inventory lean, and it closes at $130,000 — $50,000 comes off your price.
Same business. Same headline price. A seventy-five thousand dollar swing between those two outcomes, decided by a spreadsheet most sellers never look at until it is finished.
II. Which Deals Actually Have a Working Capital Adjustment
At the larger end of the private market these clauses have become close to standard. SRS Acquiom’s 2026 Working Capital Purchase Price Adjustment Study analyzes more than 1,500 private-target acquisitions valued at over $385 billion — an average well above $200 million per deal — and reports that a working capital adjustment now appears in more than 90% of them, up from about 50% a decade ago. The same firm says its in-house accountants have resolved more than 2,900 of these adjustments.
That dataset sits well above Main Street, and the picture further down market is different. In smaller sales — particularly asset sales in the low seven figures — there is often no working capital adjustment at all. Inventory gets counted at closing and paid for separately, receivables commonly stay with the seller, and the agreed price is the price.
Whether your deal has one tends to follow who is buying. A private equity group or a larger strategic acquirer will usually bring the clause with them, because it is standard in the agreements their counsel works from. An individual buyer financing through the SBA often will not.
The trend still matters even if your own deal does not have one, because terms tend to migrate down market over time. Axial, which surveys lower-middle-market dealmakers each quarter, polled 79 of them in July 2026 — 40 buyers and 39 sell-side advisors. Roughly two-thirds expect valuation multiples to hold steady through the second half of the year, but several made the same point in different words: headline multiples can stay flat while the structure underneath them shifts, with buyers growing more conservative about how much cash they actually put up at closing. Axial notes its survey reflects its own member network and should be read as directional rather than representative.
It is also worth separating from its better-known cousin. An earnout en la venta de una empresa moves part of your price into the future and makes it conditional on performance. A working capital adjustment moves part of your price at the closing table, based on your own balance sheet.
| The Working Capital Adjustment, at a Glance | What It Means for You |
|---|---|
| How common it is | More than 90% of larger private-target deals; far less common in small business sales |
| What it measures | Current assets minus current liabilities — mainly cash, receivables, inventory and payables |
| How the level is normally set | The seller’s own trailing twelve-month average |
| When the final number is due | Typically 90 to 120 days after closing |
| Who prepares the closing statement | Almost always the buyer |
| When there is no adjustment | Inventory is usually counted and paid for separately at closing |
Prevalence figures reflect SRS Acquiom’s 2026 Working Capital Purchase Price Adjustment Study, drawn from more than 1,500 private-target acquisitions valued at over $385 billion — a dataset well above Main Street deal sizes. Timing and preparation practices reflect SRS Acquiom’s published guidance on purchase price adjustments. Practice in smaller transactions varies widely, and individual agreements differ.
III. The Target Is the Real Negotiation
Everything about a working capital adjustment comes down to one number, and that number is usually set through a process the seller never joins. Three choices decide it.
The lookback period. A twelve-month average is the default. But if your business is seasonal, the month you close matters enormously. A landscaping company closing in March has a very different balance sheet than the same company closing in September. If the target is a flat twelve-month average and you close in your heaviest receivables month, you are handing the buyer money for a pattern you do not control.
What is included. Cash is the one that matters most, and it gets its own section below. Beyond cash, the treatment of deferred revenue, work in progress, customer deposits and accrued vacation can each move the number by tens of thousands of dollars in a business doing a few million dollars a year.
How it is measured. “In accordance with GAAP” and “consistent with the company’s past practice” can produce two different answers from the same balance sheet. If your books have always treated something one way and GAAP would treat it another, whoever prepares the final statement gets to choose — unless the agreement says which one controls. Ask for both, with past practice winning where they conflict.
IV. Where Sellers Actually Lose Money
The money rarely disappears because someone cheated. It disappears in three fairly ordinary places.
1. Cash gets carved out of the definition. Paul Koenig, SRS Acquiom’s chief executive and a former M&A attorney, has written that cash should rarely be excluded from a working capital definition, because cash and the other current accounts move together. His example is worth reading twice: if cash sits outside the definition and the true-up applies only to non-cash items, the buyer can write your accounts receivable down in the final statement and collect a payment from you — even though the customer already paid and the buyer already holds that cash. The same dollar counted twice, both times in the buyer’s favor.
2. The buyer’s accountant prepares the closing statement. In most agreements the buyer produces the final calculation after closing — typically within 90 to 120 days — and the seller gets a limited window to object. By then you have handed over the keys, your access to the books has ended, and the disputed money is often sitting in escrow. Koenig makes a point most sellers miss: the working capital adjustment is usually the only place in the entire agreement where new information can move money back toward the seller. The indemnification provisions all run the other way.
3. You tidy up the balance sheet in your final quarter. This is the one fully within your control, and the one sellers most often get backwards. In the months before closing the instinct is to run clean: collect aggressively, pay down suppliers, let inventory run low, sweep cash out to yourself. Every one of those moves lowers working capital. If the target was built on an average from before you started tidying, each of them takes money off your price.
V. What to Settle Before You Sign the LOI
The leverage sits in front of the letter of intent, not behind it. Five things to settle while you still have competing options.
Get the target as a dollar figure, not a phrase.
A letter of intent that says the deal is “subject to a customary working capital adjustment” commits you to a number nobody has calculated yet. Ask for the figure, and the period it is built from, before you sign.
Attach the worksheet that produced it.
Have your accountant build the target from your own trailing balance sheets and attach that calculation to the agreement as an exhibit. Agreeing the methodology before either side has a reason to argue about it removes most disputes entirely.
Include cash, or make the treatment symmetrical.
If cash is excluded from the definition, make sure the adjustment cannot reward the buyer twice for the same collection. Where cash and non-cash items are calculated separately, insist that both use consistent methods.
Negotiate a collar.
A dead band — often plus or minus 5% of the target — means small, normal fluctuations trigger no payment at all. It protects both sides and turns the clause into a non-event in most deals.
Fix the dispute process and who pays for it.
Name an independent accounting firm in advance, limit its review to the disputed line items only, make its determination binding, and agree how the cost is split. Without that, the party with more patience wins.
Conclusion: The Price Is Not the Price Until This Number Is Settled
A working capital adjustment is not a trick. Where it exists, a well-drafted one protects you as much as it protects the buyer — it is the only clause in the agreement that can move money back in your direction once the real numbers come in.
But it is only fair if the level is negotiated with the same attention as the headline price, and too often it is not. It gets waved through in the letter of intent as “customary,” then becomes a real number months later, prepared by the other side, while your proceeds sit in escrow.
So the first question is simply whether your deal has one at all. If it does: settle the number early, attach the worksheet, and run the business normally in your final months. Do those three things and the price you shook hands on will be close to the number that lands in your account.
Esto no constituye asesoría legal.
Is There a Working Capital Adjustment in Your Offer?
Have someone read the closing mechanics before you sign the letter of intent, not after the final statement arrives.