Optometry practices typically sell for 2.0x-3.5x seller’s discretionary earnings (SDE) or 0.43x-0.75x revenue—though exceptional practices with strong operations can reach 4x+ SDE. A $1 million revenue practice might sell for $430,000 or $750,000 depending on operations, buyer type, and preparation. The difference? Usually not the practice itself, but how transferable and predictable the business looks to buyers.
Quick takeaways for optometrists considering a sale:
- Most practices sell for 2.0x-3.5x SDE or 0.43x-0.75x revenue; PE-ready practices can reach 6x-8x EBITDA
- Start preparing 1-3 years before you want to sell—earlier is better
- Operations and documentation matter as much as revenue for valuation
- Individual buyers, PE firms, and strategic acquirers each offer different tradeoffs
- Structure (asset vs. stock sale) significantly impacts your after-tax proceeds
This guide covers everything you need to know about selling your optometry practice in 2025-2026: current valuation multiples, the private equity landscape, tax implications, and a realistic preparation timeline.
What Your Optometry Practice Is Actually Worth in 2025
The old rule of thumb—practices sell for 100% of gross revenue—is increasingly unreliable. While some PE-ready practices with exceptional EBITDA margins still command 1x revenue or higher, most transactions today are valued on earnings multiples. Profitability matters more than top-line numbers.
The Three Valuation Methods
Seller’s Discretionary Earnings (SDE) Multiple Best for owner-operated practices under $1M revenue. SDE includes the owner’s salary, benefits, and discretionary expenses added back to net income. Current multiples: 2.0x-3.5x SDE.
Example: $260,000 SDE × 2.5x multiple = $650,000 valuation
EBITDA Multiple Better for larger practices or those with non-owner managers. EBITDA strips out owner compensation for a cleaner profitability picture. Current multiples: 3.5x-6.0x EBITDA for standard practices, 6.0x-8.0x+ for PE-ready practices.
Example: $200,000 EBITDA × 5x multiple = $1,000,000 valuation
Revenue Multiple The quick-and-dirty method, less reliable but useful for benchmarking. Current multiples: 0.43x-0.75x gross revenue.
Example: $1,000,000 revenue × 0.6x = $600,000 valuation
What’s Typically Included (and Excluded)
Valuation multiples usually apply to the operating business—not necessarily everything you own. Clarify these items early:
Often included in the sale:
- Goodwill (patient relationships, reputation, brand)
- Equipment and furniture (at fair market value)
- Leasehold improvements
- Operating systems and software licenses
Often handled separately:
- Accounts receivable: Usually retained by seller or purchased at a discount
- Frame and contact lens inventory: Often purchased at cost, separate from the multiple
- Working capital: May require minimum balance at closing
- Equipment leases: Transfer or buyout negotiated separately
- Real estate: If you own the building, that’s typically a separate transaction or lease
The “valuation” number and your “cash at closing” number can differ significantly once these items are sorted out.
For a deeper dive into valuation methods, see our complete optometric practice valuation guide. You can also use our EBITDA impact calculator to model how operational improvements affect your multiple.
What Moves You Up (or Down) the Multiple Range
Higher multiples go to practices with:
- Multiple revenue streams (exams, glasses, contacts, medical)
- Strong patient retention and recall rates
- Documented systems and SOPs
- Staff that operates independently of the owner
- Growing revenue trend (not declining)
- Modern equipment and technology
- Prime location with favorable lease terms
Lower multiples hit practices with:
- Revenue dependent on a single OD
- No documented processes
- Declining patient counts
- Outdated equipment
- Lease issues or poor location
- Staff turnover problems
- Owner doing everything
The uncomfortable truth: buyers don’t just buy revenue. They buy a business that works. The more your practice depends on you personally, the less it’s worth to someone else.
The 3 Types of Buyers (And What Each Will Pay)
Understanding who might buy your practice helps you prepare for what they’ll want to see.
Individual OD Buyer
Who they are: Often a younger optometrist looking to own rather than associate. May be relocating to your area or expanding from a first practice.
What they pay: Typically at or below market multiples (2x-3x SDE). They’re buying a job as much as a business, so they scrutinize cash flow carefully.
What they want: Reasonable price, seller financing options, smooth transition, staff retention, patient continuity.
Pros: More likely to maintain your practice culture. May offer favorable terms like longer transitions.
Cons: Limited capital. May need seller financing. Longer due diligence.
Private Equity / DSO Buyer
Who they are: Investment firms building platforms of optometry practices through DSOs (Dental/Doctor Service Organizations) or MSOs (Management Service Organizations). These structures allow PE firms to invest in healthcare practices while complying with state corporate practice laws. Currently, dozens of PE firms are actively acquiring in eye care.
What they pay: Premium multiples for the right practices—sometimes 6x-8x EBITDA or 100%+ of gross revenue for PE-ready practices.
What they want: Scale potential, strong EBITDA margins, multiple revenue streams, experienced staff, systems that can replicate across locations.
Pros: Higher purchase prices. Professional transaction process. Often offer equity rollover.
Cons: Culture changes likely. Operational control shifts to corporate. May require you to stay on for 2-3 years.
Strategic Acquirer
Who they are: Another optometry group or DSO expanding into your market. Could be a regional competitor or a practice in an adjacent area.
What they pay: Variable—depends on strategic value. Sometimes pay premiums for market access.
What they want: Geographic expansion, patient base, elimination of competition, staff and talent acquisition.
Pros: May understand your market and culture better. Could offer partnership structures.
Cons: May consolidate your location. Staff changes possible.
Private Equity in Optometry: The 2025 Acquirer Landscape
Private equity has transformed optometry transactions. If you’re considering selling to PE, know the players.
The Major PE-Backed Acquirers in 2025
| Acquirer | Focus |
|---|---|
| MyEyeDr | National MSO platform; one of the largest optometry consolidators |
| AEG Vision | Multi-specialty eye care consolidation |
| EyeCare Partners | Large-scale DSO with national footprint |
| Elevate Eyecare | Medical and retail optometry |
| Keplr Vision | Medical optometry focus |
| EyeSouth | Regional expansion, particularly Southeast |
| Eye Health America | Regional eye care platform |
Note: The PE landscape changes frequently. Verify current activity and terms directly with any potential acquirer.
What PE Buyers Look For
PE firms aren’t just buying practices—they’re buying EBITDA that they can scale. They want:
- Minimum EBITDA: Usually $150K+ for standalone acquisitions, though add-ons can be smaller
- Revenue mix: Medical services increasingly valued (not just glasses/contacts)
- Staff depth: Practices that don’t collapse when the owner leaves
- Systems: Documented SOPs, modern PM software, trackable metrics
- Geography: Southern U.S. practices currently in highest demand (50% of post-2022 acquisitions)
The Reality Check
PE acquisitions have cooled from 2021 peaks. Higher interest rates and economic uncertainty mean PE firms are more selective. They’re still buying, but deals take longer and scrutiny is higher.
If you’re targeting a PE exit, start preparing 2-3 years out. The practices commanding premium multiples in 2025 built their operational foundations in 2022-2023.
For a real-world example, see how one 15-location DSO recovered $1.2M in annual revenue by fixing their intake operations before expansion. Our DSO integration playbook also covers how PE-backed groups standardize operations across locations.
The 1-3 Year Preparation Timeline
The best time to start preparing was three years ago. The second best time is now.
3+ Years Out: Foundation Building
- Get a preliminary valuation to understand your baseline
- Identify the “you-dependent” parts of your practice
- Begin documenting SOPs for every major process
- Start tracking key metrics if you’re not already
- Evaluate and upgrade equipment strategically
- Review your lease—terms matter to buyers
1-2 Years Out: Optimization Phase
- Engage a broker or M&A advisor
- Clean up your financials—buyers look at 3 years of statements
- Control expenses aggressively (buyers scrutinize recent P&L)
- Document add-backs clearly (owner perks, one-time expenses)
- Build staff capability to operate without you
- Modernize technology and systems
- Optimize patient recall and retention rates
6-12 Months Out: Go-to-Market
- Get a formal valuation from a qualified appraiser ($1,000-$5,000)
- Prepare your data room (financials, contracts, patient stats)
- Identify and approach potential buyers
- Negotiate LOIs (Letters of Intent) and begin due diligence
- Engage attorney for purchase agreement review
- Plan transition logistics
The Critical Insight
Most sellers wait too long to start. By the time they’re burned out and ready to exit, they’re also too tired to optimize. The practice sells for less than it could have.
Start early. The improvements you make in years 1-2 don’t just help the sale—they make your practice more profitable and less stressful to run right now.
What Buyers Actually Look For in Due Diligence
Buyers will dig into everything. Here’s what moves the needle.
Financial Metrics They’ll Scrutinize
- Revenue trend: Growing, flat, or declining over 3 years
- EBITDA/SDE margins: Higher is better, but consistency matters more than spikes
- Revenue per exam: Industry average is ~$350-400
- Payer mix: Too dependent on one insurance? Risk.
- Accounts receivable: Clean AR signals good operations
Operational Metrics That Signal Quality
- Patient retention rate: What percentage return annually?
- No-show rate: High no-shows signal process problems
- Capture rate: Are patients buying glasses/contacts from you or walking?
- New patient acquisition: Where do new patients come from?
- Call answer rate: Missed calls directly impact revenue—and buyers know it
- Staff turnover: High turnover raises transition risk
If you’re not already tracking these metrics, our guide to building a KPI dashboard for multi-location intake shows exactly what to measure and how.
Documentation Buyers Expect
- 3 years of tax returns
- Monthly P&L statements
- Balance sheets
- Patient volume reports
- Staff roster with compensation
- Lease agreement
- Equipment list with ages
- Insurance contracts
- Vendor agreements
The practice with organized documentation closes faster and often at a better price. Chaos in due diligence makes buyers nervous—and nervous buyers either walk or reduce their offer.
How Operations Affect Your Valuation Multiple
Here’s what most sellers miss: the difference between a 2.5x and a 4x multiple often isn’t revenue or profit—it’s operations.
Buyers are acquiring a business, not a job. They need to believe the practice will perform after you leave. That means:
Intake and Phone Systems
How calls are handled signals operational maturity. Buyers ask:
- What’s your call answer rate?
- How are appointments scheduled?
- Who handles patient inquiries?
- What happens after hours?
A practice where calls go to voicemail and the owner personally handles complaints is worth less than one with professional intake operations, documented scripts, and trained staff.
This is exactly why practices that optimize intake operations before a sale often see significant valuation improvements. It’s not just about revenue—it’s about demonstrating that the business runs without the owner.
Documented Systems
Can someone else run your practice using your playbook? If the answer is “they’d have to shadow me for six months,” that’s a problem.
Buyers want:
- Written SOPs for patient flow
- Training documentation for staff roles
- Defined processes for billing, recalls, inventory
- Metrics dashboards they can monitor
Staff Independence
If your staff can’t function when you take a two-week vacation, buyers will notice. The practices that command premiums have:
- Office managers who handle daily operations
- Staff cross-trained on multiple functions
- Clear accountability without owner micromanagement
Ready to see how your operations stack up? The intake systems, call handling, and patient communication processes are exactly what buyers scrutinize during due diligence. Schedule a free operational assessment to identify gaps that could affect your valuation—and fix them before you go to market.
Asset Sale vs Stock Sale: Tax Implications Explained
How you structure the sale dramatically affects your after-tax proceeds.
Asset Sale (More Common)
In an asset sale, you sell the individual assets of the practice—equipment, patient records, goodwill, non-compete—and the buyer starts a new entity.
Tax treatment for sellers:
- Goodwill: Taxed at long-term capital gains rates (0-20%, plus 3.8% Net Investment Income Tax for high earners, plus state taxes)
- Equipment: Depreciation recapture taxed as ordinary income (up to 37%)
- Non-compete payments: Taxed as ordinary income
- Real estate (if owned): Capital gains or 1031 exchange options
Note: Tax rates and treatment vary by state. Some states have no income tax; others tax capital gains as ordinary income. Work with a CPA who understands your specific situation.
Buyer preference: High. Buyers like asset sales because they get a stepped-up basis (better depreciation) and avoid inheriting unknown liabilities.
Seller implication: Mixed—favorable treatment on goodwill but ordinary income on recapture and non-competes often results in higher overall tax.
Stock Sale
In a stock sale, you sell your ownership interest in the legal entity. The buyer acquires the company including all assets and liabilities.
Tax treatment for sellers:
- Entire proceeds taxed at long-term capital gains rates
- No depreciation recapture (it stays with the company)
- Potentially significant tax savings vs. asset sale
Buyer preference: Low. Buyers inherit unknown liabilities and can’t step up asset basis.
Seller implication: Better tax treatment but harder to negotiate—buyers often discount price or require indemnification.
Quick Comparison
| Factor | Asset Sale | Stock Sale |
|---|---|---|
| Seller tax treatment | Mixed (gains + ordinary income) | Mostly capital gains |
| Buyer preference | Strong | Weak |
| Liability transfer | Clean—stays with seller | Full—transfers to buyer |
| Typical structure | Most common | Less common |
The Negotiation
Because buyers prefer asset sales and sellers prefer stock sales, the structure becomes a negotiation point. Sellers sometimes accept asset structure in exchange for higher purchase price.
Work with a CPA who understands practice sales. The structure decision should happen early—not during final negotiations.
The 5 Costly Mistakes That Kill Deals
Based on what brokers, CPAs, and attorneys see repeatedly:
1. Valuing Based on Revenue, Not Operations
“My practice does $1.2M so it’s worth $1M.”
No. A $1.2M practice with 35% margins, documented systems, and growing patient count might sell for $900K+. The same revenue with 15% margins, owner-dependent operations, and declining patients might struggle to sell at all.
2. Suppressing Earnings Unintentionally
Every expense that’s not essential to operations suppresses your EBITDA—and your valuation. Common culprits:
- Overstaffing “just in case”
- Not renegotiating vendor contracts
- High COGS without shopping suppliers
- Personal expenses run through the business
Review expenses with a “buyer’s eye” 2 years before selling.
3. Not Tracking the Metrics Buyers Care About
If you can’t produce your capture rate, no-show rate, or patient retention numbers, buyers assume they’re bad. Lack of data signals lack of management sophistication.
4. Starting Too Late
Practices that come to market with “I need to sell in 6 months” get lower offers. There’s no time to fix problems, and buyers sense desperation.
5. Choosing the Wrong Buyer for the Wrong Reasons
The highest offer isn’t always the best deal. Consider:
- Deal structure (cash vs. terms vs. equity rollover)
- Transition requirements (how long must you stay?)
- Staff treatment post-sale
- Patient care continuity
- Your own post-sale restrictions (non-compete scope)
Building Your Advisory Team
You need three key advisors—get them in place early.
Broker / M&A Advisor
A good broker who specializes in optometry practices will:
- Provide realistic valuation expectations
- Identify and vet potential buyers
- Manage the confidential marketing process
- Negotiate on your behalf
- Coordinate due diligence
Broker fees typically run 8-12% of sale price for smaller practices, less for larger deals. Worth it for most sellers.
CPA / Tax Advisor
Your CPA should:
- Help normalize financials for valuation
- Identify and document add-backs
- Advise on sale structure (asset vs. stock)
- Project tax implications of various scenarios
- Coordinate with your broker and attorney
Ideally, find a CPA with healthcare practice transaction experience.
Attorney
Your attorney should:
- Review and negotiate the purchase agreement
- Protect you on representations and warranties
- Handle non-compete and transition provisions
- Manage closing mechanics
Don’t use your general business attorney if they’ve never done a practice sale. The nuances matter.
Negotiating the Sale: What’s Actually Negotiable
Almost everything. The purchase price gets the attention, but these terms matter too:
Purchase Price and Terms
- Cash at closing vs. seller financing vs. earnouts
- Equity rollover (common with PE—you keep 20-30% stake)
- Working capital adjustments
- Escrow/holdback for indemnification
Transition Period
- Duration (typically 6 months to 2 years)
- Your role (full-time clinical vs. consulting)
- Compensation during transition
- Handoff responsibilities
Non-Compete Provisions
- Geographic scope (radius from practice)
- Duration (typically 2-5 years, though enforceability varies significantly by state)
- Scope of restricted activities
- Carve-outs (teaching, non-clinical work)
Note: Non-compete enforceability varies dramatically by state. California largely prohibits them; other states enforce them strictly. The legal landscape is evolving—your attorney should advise on what’s enforceable in your jurisdiction.
Staff and Operations
- Staff retention commitments
- Compensation guarantees for key employees
- Practice name and branding
- Operational autonomy (or lack thereof)
Get everything in writing. Verbal assurances during negotiations don’t survive closing.
Post-Sale Options: Full Exit vs Stay On as Clinician
You have more options than “sell and walk away.”
Full Exit
You sell, complete a transition period (usually 6-12 months), and leave entirely. Best if you’re retiring or pursuing something completely different.
Sell and Stay as Employee
You sell the business but stay on as a practicing optometrist. The buyer handles all the business headaches; you just see patients.
Advantages: Steady income, no admin burden, continued patient relationships.
Considerations: You’re now an employee with a boss. Cultural fit matters enormously.
Partial Sale / Partnership
You sell a majority stake but retain minority ownership. Common with PE deals (equity rollover).
Advantages: Participate in future upside if the platform grows. Stay involved in decisions.
Considerations: Your money is tied up until a future exit event. Less control than before.
Your Exit Strategy Checklist
Use this as a starting point for your preparation:
2-3 Years Before Sale:
- Get preliminary valuation
- Identify owner-dependent processes
- Begin documenting SOPs
- Start tracking key metrics
- Review lease terms
- Evaluate equipment needs
1-2 Years Before Sale:
- Engage broker/advisor
- Clean up financials
- Control discretionary expenses
- Document add-backs
- Build staff independence
- Modernize technology
6-12 Months Before Sale:
- Formal valuation
- Prepare data room
- Identify target buyers
- Negotiate LOIs
- Attorney review of agreements
- Plan transition
At Closing:
- Execute purchase agreement
- Transfer licenses and credentials
- Patient notification per state regulations and HIPAA requirements (patients generally have the right to access records and choose providers)
- Establish patient record retention and transfer protocols
- Staff communication
- Begin transition period
The Bottom Line
Selling your optometry practice is likely the largest financial transaction of your career. The difference between a good outcome and a great one often comes down to preparation, timing, and operations.
Start earlier than you think you need to. Document more than you think matters. And remember: buyers aren’t just buying your revenue. They’re buying a business that works without you.
The practices that sell for premium multiples in 2025-2026 are the ones that look transferable, predictable, and professionally operated. If your practice depends entirely on you—for patient relationships, for daily decisions, for answering the phones—that’s the first thing to fix.
Wondering how your intake operations would look to a buyer? Book a discovery call to see how MyBCAT can help you build more transferable, valuable operations—whether you’re selling next year or in ten.


