Cooley handled 221 reported venture capital financings in Q4 2025, representing $8.9 billion of invested capital. In Q4, deal volume decreased slightly across Series Seed, B, D and higher rounds, while Series C deal volume doubled since Q3. Overall, invested capital decreased significantly since Q3, driven in part by a single large late-stage tech deal that closed last quarter. Invested capital increased in Q4 for Series Seed, B and C deals, with Series C showing the largest increase – from $466.5 million in Q3 to $1.4 billion in Q4.
Median pre-money valuations increased across Series A, B and C rounds, but decreased for Series Seed, D and higher rounds. Series C showed the greatest increase, with the median pre-money valuation rising from $175 million in Q3 to $367 million in Q4. Series D and higher rounds showed the most significant decrease, with the median pre-money valuation dropping from $1.3 billion in Q3 to $800 million in Q4. The percentage of deals with pre-money valuations above $100 million (across all stages) remained high and increased from 36% in Q3 to 39% in Q4.
The percentage of deals representing up and flat rounds increased, while the percentage of deals representing down rounds decreased. Up rounds represented 79.7% of deals, flat rounds represented 7.4% of deals and down rounds represented 12.8% of deals for Q4. This is compared to 77.3%, 3.3% and 19.3% for up, flat and down rounds, respectively, in Q3.
The percentage of deals involving a recapitalization decreased from 3% of deals in Q3 to 0.9% of deals in Q4. The percentage of deals with pay-to-play provisions decreased from 9.9% of deals in Q3 to 6.3% of deals in Q4.
Liquidation preference structures continued to remain favorable to companies, with 98% of deals having a “1x” liquidation preference, and 96% of deals having nonparticipating preferred stock. The percentage of deals with redemption provisions decreased from 4.3% in Q3 to 1.8% in Q4. Deals with accruing dividends increased from 3% in Q3 to 3.6% in Q4.
Spotlight on technology
The deal volume for tech company venture financings saw a decrease, down to 108 in Q4 from 125 in Q3. The amount of invested capital also decreased, from $21.1 billion in invested capital for Q3 to $5.5 billion in invested capital for Q4. Similarly, the average reported deal size of venture financings for tech companies decreased, from $169 million in Q3 to $50.6 million in Q4.
Spotlight on life sciences
In Q4, both deal volume and invested capital increased for life sciences companies, from 50 reported deals representing $2.2 billion in invested capital in Q3 to 55 reported deals representing $2.4 billion in invested capital in Q4. Reported average deal sizes for venture financings of life sciences companies decreased slightly in Q4 to an average of $43.1 million, compared to $43.5 million in Q3. The percentage of life sciences company venture financings structured in tranches decreased from 26% of reported deals in Q3 to 23.6% of reported deals in Q4.
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