An unsolicited offer to buy your business tells you one thing for certain: someone is interested. It doesn't tell you what the business is worth, whether the buyer is serious, or whether now is the right time to sell. Most owners react to the number. The better move is to react to the situation, because the buyer chose the timing, the terms, and the first figure, and you didn't.

That distinction matters because these offers tend to arrive at awkward moments. An email on a Tuesday afternoon. A call from someone who already knows your rough revenue. A letter on impressive letterhead. The first reaction is usually flattery or suspicion, and both pull you away from the real question, which is what this offer actually is, who sent it, and what you should do before you answer.

An unsolicited offer is an opening position. A buyer has decided your business fits what they're looking for, settled on a number that works for their own model, and approached you before you've spoken with anyone else. That's the whole story, and it's a smaller one than it feels like when the number is on the page.

Across the transactions we've worked, these approaches come from three broad places. Strategic buyers, often a competitor, supplier, or customer, see a fit with their own operations. Financial buyers, such as investment groups building a portfolio, are working from a return model. And intermediaries, brokers or advisors, may represent a buyer you'll never meet or may be gathering listings and have no buyer at all.

Each one has a different reason for calling, and the reason determines how much weight the number deserves. A strategic buyer may see value in your customers or capabilities that doesn't show up in your financials. A financial buyer wants an early, quiet price to test against their model. An intermediary may only need a conversation to get started. None of this makes the approach a bad sign. It means the first question isn't how much. It's who this is, why they called you, and why now.

It tells you something real. Someone with capital or a strategic reason looked at your business and thought it worth a call. That's a signal about how your business looks from the outside, and it deserves to be noted. If the approach came from a strategic buyer, it may also point to where your business fits in a larger picture.

What it can't tell you is value. A price needs competition, or at least comparison, to mean anything. An unsolicited offer has neither. There are no other bids, no tested assumptions about your earnings, and no diligence behind the number. The buyer is estimating from the outside, usually with limited information, and a buyer in that position will typically start conservatively. In our experience, the figure on a first approach says more about what the buyer hopes to pay than about what the business would bring in a prepared, well-run sale.

This is the same logic behind knowing your number before you ever talk to a buyer, which we cover in What Is My Business Worth? How Buyers Actually Calculate Value. An offer with nothing to compare it against is just a number. Once you have your own estimate of value, the same offer becomes information you can use.

Slow down. Nothing about an unsolicited offer requires a same-day answer, and a buyer who pushes for one is showing you how the rest of the process might go. Three things belong ahead of any substantive reply.

Find out who is asking. Learn who the buyer is, who they represent, how they found you, and what they've acquired before. A serious buyer will answer those questions without much friction. Reluctance to answer them is information too.

Put confidentiality in place before you share anything. A signed confidentiality agreement should come before financials, customer names, employee details, or anything a competitor would value. Have your attorney review it. The details of that document matter, and the legal questions are theirs to answer, not ours. Keep the circle small as well. Employees, customers, and suppliers who hear about a possible sale can change how they behave before any deal exists.

Keep running the business. A good year can turn into a mediocre one when the owner's attention moves to a conversation that may never become a deal. Buyers notice a dip in performance, and it gives them a reason to reprice. Bring your CPA and attorney in early, and consider talking to an M&A advisor before you hand over a single number. Their job is to ask the questions you don't yet know to ask.

Four mistakes show up again and again when owners handle these approaches on their own.

The first is sharing financials too early. Detailed numbers given to a stranger before any protections exist can't be taken back, and they let the buyer refine their position while you learn nothing about theirs. The second is anchoring to the buyer's number. Whether it feels high or low, it was built without your information, so using it as a reference point lets someone else frame your expectations.

The third is agreeing to exclusivity early. Some early offers or letters of intent include a period during which you agree not to talk to anyone else. That takes you out of the market in exchange for a number that hasn't been tested, so have your attorney review any such term before you sign.

The fourth runs the other way: ignoring the offer entirely. Silence feels safe, but it throws away a signal. A short, courteous reply that you aren't actively selling but are open to learning more about who they are keeps the door open without committing you to anything.

The best-prepared owners treat an unsolicited offer the way they'd treat a competitor's price change: useful information, not a reason to react. They already know roughly what their business earns on an adjusted basis, what a buyer would scrutinize first, and what a sale would need to deliver for them to say yes. That preparation turns a surprise call into a conversation they control.

If you don't have that picture yet, the offer you just received is a reasonable reason to start building it. What Buyers Are Actually Looking For (And Why Most Sellers Get It Wrong) explains how buyers evaluate a business, and Why Two Businesses With the Same Revenue Can Have Very Different Valuations shows why two companies that look alike on paper can be priced so differently. If the approach came from a private equity firm, What Private Equity Firms Look For in a Business covers how that kind of buyer works.

Whoever called, you choose the pace, and you answer when you're ready.