SBA rewrote the acquisition rules six days before they took effect

On 14 August 2026, SBA published SOP 50 10 8.1 with an effective date of 1 October. Lenders, brokers and advisers read it, wrote client alerts about it, and started rebuilding their change-of-ownership procedures around it. I wrote about it too.

On 25 September, six days before it took effect, SBA replaced it. The replacement was announced in a three-page Information Notice that most of the coverage did not pick up, and it did not amend the SOP by reference. It swapped the whole file, saying the new version "supersedes the version previously published but not yet effective."

Then, some time in early October, SBA replaced the file again. There is no notice for that one.

If you are operating under the August text, you are operating under a document that was never in force for a single day. Here is what actually changed.

The paper trail, in order

• 14 August 2026. Information Notice 5000-880695 issues SOP 50 10 8.1, effective 1 October 2026. File size 1,026,817 bytes.
• 25 September 2026. Information Notice 5000-882227, "Issuance of Technical Updates to SOP 50 10 8.1," effective 1 October 2026, signed by the Associate Administrator for the Office of Capital Access. It republishes the SOP in full. File size 1,072,648 bytes.
• 1 October 2026. The rule takes effect.
• Early October 2026. A third file appears on the SOP version list, 1,074,829 bytes, with no notice announcing it. The only substantive difference I can find is a deleted sentence in the franchise review section. Appendix 15 is unchanged.

The word "technical" is doing some work in that notice title. One of the changes reverses an outright program prohibition. Another creates a dollar threshold that did not previously exist. I would not call either of those technical, and neither would a lender who had already written the prohibition into a credit policy.

The five changes that matter

1. A whole loan type went from banned to permitted. The August text, in the paragraph describing how Appendix 15 is organized, said this:

"The use of 7(a) Small loans is not permitted for change of ownership transactions."

In the same position in the operative text, that sentence is gone and this one is there instead:

"The use of 7(a) Small & SBA Express loans to facilitate changes of ownership are permitted but are subject to requirements outlined in this Appendix to account for the complexities and credit risks associated..."

So the streamlined products are available for acquisitions after all. What they do not get is relief from the debt service coverage standard. If you read in September that streamlined processing was dead for acquisition paper, that was true of the August document and is not true of the rule.

2. Lenders can now value small deals themselves. The phrase "perform its own valuation" appears zero times in the August file. It appears twice in the operative one:

"If the Business Purchase Price is $350,000 or less, the Lender may perform its own valuation of the business being sold, unless there is a close relationship between the buyer and seller."

Read the defined term carefully, because it is not the headline deal size. The SOP defines Business Purchase Price as the price in the purchase and sale agreement less the portion of owner-occupied commercial real estate being acquired. A $600,000 transaction carrying $300,000 of owner-occupied real estate sits under the threshold.

3. Projections came back, for one narrow case. On a change of ownership, debt service coverage has to be satisfied from history: "either the last fiscal year-end or an average of the last two fiscal year-end statements," at 1.25 to 1 for an initial acquisition and 1.15 to 1 for a business expansion. The September republication added one exit from that. The sentence "historical DSC is not required" appears zero times in the August file and once in the operative text, covering an owner-occupied special purpose property whose purchase price is fully supported by the appraisal.

4. The owner buyout control test got tighter, not looser. August:

"individuals not currently employed by the business may only acquire less than 50% of the total equity and may not become the largest direct or indirect shareholder"

Operative text, with four words inserted:

"individuals not currently employed by the business for a minimum of 24 months may only acquire less than 50% of the total equity and may not become the largest direct or indirect shareholder"

Under the August rule, an employee of three months could take control and the deal still counted as an owner buyout. Now they cannot. You need two years of employment before a buyout is a buyout.

5. And the consequence of failing that test was spelled out. August said only that such transactions "must be processed as Initial Acquisition." The operative text names the specific consequences:

"must be processed following the requirements in Para. C. Credit Standards in Appendix 15 for Initial Acquisition (specifically the minimum DSC, minimum equity injection and Quality of Earnings requirements)"

That matters because owner buyouts are otherwise exempt from the quality of earnings mandate. So the two changes work together as an anti-avoidance provision: you cannot bring in an outside buyer, employ them briefly, call the deal a buyout and skip the report. Somebody at SBA spotted that gap in the August text and closed it with four words and a parenthesis.

Check it yourself, because you should not take my word for it either

Everything above is a count of phrases in two files that the federal government still publishes. You do not need my summary and you should not rely on it.

Go to the SOP 50 10 version list on sba.gov. The current file is the one labelled "for 8.1 with Technical Updates." The superseded August file is still served at a 2026-08 path under the same naming convention. Download both, open them, and search each for the same phrase.

Three searches do most of the work. perform its own valuation: zero in August, two in the operative file. 7(a) Small loans is not permitted for change of ownership: one in August, zero now. historical DSC is not required: zero in August, one now. That is the whole method, and it takes about ten minutes.

One caution if you go looking for SBA's own redline, which NAGGL links from SBA's Box account. It exists, and it does confirm the $350,000 sentence and the Express permission as insertions. But every author in it is anonymized, the revision dates are stripped, and it mixes baselines: it also deletes a sentence from SOP 50 10 8 that never appeared in the August 8.1 file at all. It cannot date an individual edit. The two-file comparison is better evidence than the government's own markup.

And do not cite a dated file path. One has already aged out. Cite the version list.

What I got wrong

I published a piece on this rule on 24 September, one day before the republication. It said an independent valuation was required on every change-of-ownership loan with no size threshold, and that streamlined processing had disappeared at every size. Both were accurate to the August document and both were wrong about the rule.

I then corrected it on 1 October and overcorrected in the other direction, writing that the agency had not stopped lending against projections. That is true of 7(a) generally and false of change-of-ownership debt service coverage, which is the thing the sentence was about. I had matched a passage governing start-ups to a question about acquisitions.

Both are now fixed, with the corrections dated on the page. I am writing them down here because the failure mode is more useful than the result: every one of those errors was an absolute. Every. No threshold. At every size. Stopped. Regulatory drafting is where absolutes go to die, usually in a carve-out added late, and the words that read as the strongest part of a sentence are the part most likely to be wrong.

What SBA has not explained

Three things I cannot resolve from the documents, and have asked about:

• Whether the $350,000 self-valuation allowance reaches a Standard 7(a). Appendix 15 states it generally, while the Section B chapter on 7(a) Small and Express describes the same figure as a departure from "the general Appendix 15 valuation requirements." Those two readings give different answers on a Standard loan.
• Why Notice 5000-882227 offers a reliance letter route for reusing a quality of earnings report when the appendix it issued does not contain one. Every reference to a reliance letter in the SOP itself is the environmental letter in Appendix 5, a different subject.
• Why a third SOP file was posted in October with no notice.

There is also a sentence SBA did not clean up. Appendix 15 still says, byte-identically in both versions, that "Standard 7(a) processing requirements apply to all change of ownership transactions." Its operative point is collateral treatment, not delivery method, and the appendix governs where it conflicts with the rest of SOP 50 10. But this conflict is internal to the appendix, so the tiebreaker does not help. If you tell a credit committee that Express is back for acquisitions, expect somebody to find that line.

None of this makes the rule a bad one. The core of it, documented in the piece on what the rule requires, is that a buyer borrowing $3 million or more now needs a third party to reconcile the accountant's statements, the tax return, the internal books and IRS transcript data into one earnings figure, and the lender has to lend against that figure. That is a sound idea and it was overdue.

It is just worth knowing that the document saying so is on its third version in seven weeks, and that two of those versions carried materially different rules.

Related reading

• What the new SBA acquisition rules actually require.
• The $3 million line is not measured on the price you agreed.
• Quality of earnings: the report that moves the price.
• What is SDE, and which add-backs actually survive.
• The Felpel Private Company Index: methodology and per-sector samples.

Go deeper

If you are buying or selling a business into this rule change and want the earnings reconciled before a lender does it for you, that is the work I do.

Tomasz Felpel is an investor, founder, and advisor in private markets, based in New York. He publishes the Felpel Private Company Index and has priced more than a thousand private companies.