$39.9B Invested Across 165 Deals; Median Pre-Money Valuations Trend Upward; Up Rounds Reach 86%
Q1 2026 Venture Financing Report
Cooley handled 165 reported venture capital financings in Q1 2026, representing $39.9 billion of invested capital. Deal volume fell to its lowest level since Q3 2016. Compared to Q4 2025, deal volume declined across Series C and earlier rounds, while Series D and later rounds increased. Invested capital rose significantly in Q1 for Series Seed and Series D and higher rounds. Invested capital rose across all stages from Q4 2025, driven in part by a single large late-stage tech deal that closed in Q1 2026.
Median pre-money valuations increased for Series Seed, Series A, Series C, Series D and later rounds but decreased for Series B rounds. Series D and later rounds showed the greatest increase, with the median pre-money valuation rising from $1 billion in Q4 to $2.5 billion in Q1. Series B median pre-money valuation fell from $195 million in Q4 to $165 million in Q1. The percentage of deals with pre-money valuations above $100 million (across all stages) remained elevated, increasing from 40% in Q4 to 42% in Q1.
Up rounds increased to 86% of deals in Q1, marking the first time up rounds have exceeded 80% since Q3 2022. Flat rounds fell to 2.6% and down rounds to 11.4%. By comparison, Q4 saw 79.5% up rounds, 7.3% flat rounds and 13.2% down rounds.
Recapitalization increased from 0.9% of deals in Q4 to 1.8% of deals in Q1. Pay-to-play provisions also increased from 6.3% to 7.3%.
Liquidation preference structures continued to remain favorable to companies, with 98.2% of deals having a 1x liquidation preference and 96.4% of deals having nonparticipating preferred stock. Redemption provisions increased from 1.8% in Q4 to 6.1% in Q1. Accruing dividends declined from 3.6% in Q4 to 2.4% in Q1.
In PitchBook’s Annual and Q4 2025 Global League Tables, Cooley was ranked for the sixth consecutive year as the #1 law firm in the US and globally for representing companies raising venture capital. PitchBook also ranked Cooley #1 for representing companies in the combination of venture capital financings, initial public offerings, M&A and private equity transactions. Additionally, Cooley received the #1 ranking in 2025 for overall representations in VC financings across several industries, including pharmaceuticals and biotech and consumer goods and services. In Q4 2025, PitchBook ranked Cooley as the most active firm globally and in the US (overall) and #1 for early-stage and late-stage deals.
Spotlight on technology
Tech company venture financing volume declined to 91 in Q1 from 111 in Q4, but invested capital increased sharply to $36.2 billion from $5.3 billion. The median reported deal size of venture financings for tech companies increased, from $18.5 million in Q4 to $19.3 million in Q1.
Spotlight on life sciences
Life sciences deal activity declined in Q1, with 32 reported deals and $1.8 billion of invested capital, down from 55 reported deals representing $2.4 billion in Q4. Median reported deal sizes of venture financings for life sciences companies increased in Q1 to $22.2 million, compared to $20 million in Q4. The percentage of life sciences company venture financings structured in tranches increased to 28.1%, rising from 23.6% of reported deals in Q4.
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