SBA SOP 50 10 8.1: what changes for Amazon FBA acquisitions

What changes on October 1, 2026?

The SBA published SOP 50 10 8.1 on August 14, 2026. Its Information Notice 5000-880695 sets the cut-off: the new SOP applies to every application issued an SBA loan number on or after October 1, 2026, and applications submitted through September 30, 2026 stay under SOP 50 10 8. For change of ownership loans, the rules now sit in Appendix 15 of the SOP.

For an Amazon FBA acquisition financed with a 7(a) loan, these are the lines that move.

The floor moves from 1.15x to 1.25x, and the earnings behind it must already exist. The debt is also capped: all acquisition debt, seller notes not on full standby included, is limited to the business valuation, and any price above it is paid in equity.

Why is the test harder to pass for an Amazon business?

The 1.25x test is simple arithmetic: earnings divided by annual debt service. The hard part is the earnings figure. A lender has to believe it, and an Amazon business produces earnings in a way that rarely lines up with the documents a lender reads.

• Payouts follow Amazon’s calendar, not the bank’s. Amazon pays out on its own settlement schedule, net of fees, refunds and advertising. A month of sales in Seller Central does not match a month of deposits in the bank statement.
• Refunds and reimbursements arrive later. A refund can land in a later settlement than the sale it reverses, so a period can look stronger or weaker than it was.
• Amazon can hold back funds. A reserve on the account delays cash that the sales report already counts.
• Inventory moves cash out of the period. Stock bought ahead of a season shows up as a large payment to the supplier, while the cost of goods sold follows the units actually sold.
• Ad spend can be deducted from payouts. When advertising is charged against the settlement, it never appears as a separate bank payment, and it can be a large share of sales: 46% in our sample report.
• Add-backs need evidence. Under the SOP, the lender must justify every adjustment or add-back in its credit memorandum, and adjustments without that analysis do not count toward the coverage test.

None of this is unusual for an Amazon brand. It just means the P&L a seller shows is several steps away from the bank deposits that prove it.

What will the lender read?

Appendix 15 sets out the financial analysis behind the coverage figure. For the business being acquired, the lender works from the three most recent year-end financial statements, using the highest level of reporting available: audited statements first, then reviewed, then CPA-compiled, then corporate tax returns. It also compares the most recent interim statement with the same period of the year before, and verifies the tax returns against IRS transcripts.

An Amazon brand that reports only through tax returns and a bookkeeper’s P&L sits on the last rung of that ladder. That is allowed. It simply leaves the lender with the least detail on exactly the items that move an Amazon P&L: fees, refunds, reserves and advertising.

Adjustments get the same scrutiny. Changes to owner compensation, distributions and seller discretionary expenses must be justified one by one in the credit memorandum, and an adjustment to owner compensation must also hold up in a global cash flow analysis at 1:1. Adjustments without that support do not count toward the coverage test.

How is seller financing treated?

Seller notes are common in Amazon deals, and SOP 50 10 8.1 treats them in two ways depending on how they are paid.

• On full standby. No payments of principal or interest for the term of the 7(a) loan. The note can count as equity, on an SBA or equivalent standby agreement, but limited sources may provide no more than half of the required injection. It carries no debt service, so it does not weigh on the coverage test.
• Not on full standby, interest-only. The lender must apply an amortization of no more than 10 years to it when it tests coverage, so the note counts at a principal-and-interest payment even if the seller only collects interest. This does not apply to lines of credit.

The DSCR calculator takes a seller note on full standby as an input and leaves it out of debt service.

Under $3 million or from $3 million: what applies?

The $3 million line is the purchase price, measured before buyer equity, seller debt or other financing. The deals Scalerify verifies, from $250K to $3M, sit below it. Owner buyouts are not subject to the quality of earnings requirement.

Below $3 million, nothing in the SOP asks for a cash proof, but the 1.25x test on historical earnings applies all the same. A Scalerify Verified report covers the Amazon side of that question: payouts rebuilt from Amazon’s own records and matched to the bank to the cent. It is not a quality of earnings report, and it does not replace one where the SOP requires it. For scale: published 2026 ranges put a quality of earnings report at roughly $8,000 to $30,000 for a small deal, typically over 30 to 45 days. The comparison with a quality of earnings report sets out where each one fits.

How do you make historical earnings provable before the LOI?

The work a lender will do after the LOI can be done before it, on the same sources. In order:

1. Read the record at the source. Amazon’s payout records through the official Selling Partner API, not screenshots or exports from Seller Central. The seller authorizes access once; nothing on the account is changed and the access can be revoked at any time.
2. Match every payout to a bank deposit. Each settlement should land in the business bank account for the amount Amazon reports. A payout that does not reconcile is the first question for the seller.
3. Rebuild the P&L from those records. Revenue, Amazon fees, refunds and advertising from the payout data; cost of goods from supplier invoices. Then set the declared figures against the rebuilt ones.
4. Document every add-back. Owner compensation, one-off costs, related-party payments: each one with the evidence a lender will ask for.
5. Run the coverage test on the verified figure. Last fiscal year-end or the average of the last two, at 1.25x, with the loan structure you actually expect.

Sellers can have their brand verified before they list. Buyers can do it before they lock exclusivity. Lenders read the same file; what the file contains for a lender is set out on its own page.

A worked example

Take the example listing on our home page: an asking price of $1,450,000 and SDE of $485,000, financed with 10% equity and a 7(a) loan at 10.5% over 10 years. The 10.5% rate is illustrative; use the rate you are quoted.

Now suppose reconciliation brings verified SDE down to $250,000. This is a hypothetical, chosen to show the mechanics, with a hypothetical cause: advertising deducted from Amazon’s payouts but missing from the seller’s P&L, and add-backs the seller could not document.

On the listed figure the deal clears the floor with room to spare. On the reconciled figure it falls below 1.25x, and the price the earnings support drops to about $1,372,403. Nothing changed in the business; only the earnings a lender can rely on.

One more step makes it stricter. Lenders generally deduct a market salary for the new manager before they test coverage; this example does not. Run your own deal in the DSCR calculator. Illustrative only. Lenders apply their own underwriting. Not financial advice.