2026 Venture Capital Report

April 14, 2026

Publication

Note From the Editors

This year’s Venture Capital Report offers a detailed review of US venture capital financing and liquidity activity and discusses key factors that will shape the coming year. We discuss SAFE financings and decisions that can lead to unexpected founder dilution, track the continued resurgence of venture financing “mega-rounds,” and examine the implications of the One Big Beautiful Bill Act for qualified small-business stock and R&D expense deductions. In addition, we analyze trends in convertible note and SAFE terms and venture capital financing terms.

Please stay in touch with us by following the WilmerHale Launch blog and subscribing to our mailing lists, which will keep you up to date on the latest developments involving emerging companies, startups and venture capital. You can also access our IPO Report and our forthcoming M&A Report for a deep dive into those areas.

Thanks for reading.

— Eric P. Hanson, Partner and Vice Chair, Corporate Practice
— C.S. Avery Reaves, Partner

By many measures, the venture capital market continued to rebound in 2025. While deal volume was essentially flat year over year, deal value surged to its second-highest level ever. The number of venture-backed IPOs barely increased, but those companies that went public were larger, and the value of venture-backed M&A transactions more than tripled, surpassing the record set in 2021.

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US Market Review and Outlook

The number of reported venture capital financings decreased by 2%, from 15,246 in 2024 to 14,934 in 2025, but this decline is likely to be largely erased once all 2025 deals have been accounted for. Not withstanding the relatively flat deal count, total reported financing proceeds increased by 50%, from $212.9 billion in 2024 to $318.6 billion in 2025, the second-highest annual figure on record, behind only the $358.5 billion haul in 2021.

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Giving Away the Farm with SAFEs: Understanding the Alternatives and Avoiding Unnecessary Dilution
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By Eric Hanson and Avery Reaves

Excerpt: For founders, although the standardized documentation of SAFEs can reduce the time and expenses associated with fundraising compared with a priced round, any failure to fully understand the conversion terms of the SAFEs can lead to unexpected dilution. Because this dilution does not clearly manifest itself until the conversion event, the dilutive impact of SAFEs can be overlooked and exacerbated over time as more SAFEs are issued. Therefore, it is crucial that founders understand and model the potential impact before agreeing to terms.

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OBBBA Highlights: Qualified Small Business Stock and R&D Expense Deductions
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By Bill Caporizzo, Fred Adam, Dave Strong, and Ben Kelsey

Excerpt: On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (the “OBBBA”). Among other things, the OBBBA makes permanent many provisions of the 2017 Tax Cuts and Jobs Act (the “TCJA”) that otherwise would have expired at the end of 2025. The OBBBA contains a wide range of provisions that affect nearly every sector of the economy and every type of taxpayer, but the changes to the qualified small-business stock (“QSBS”) and research and development (“R&D”) expenditure deduction rules are particularly relevant for venture capital investors and venture-backed companies.

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Contributors

Eric P. Hanson
Partner

Vice Chair, Corporate Practice
[email protected] +1 650 858 6055
+1 650 858 6055
C. S. Avery Reaves
Partner

Co-Chair, Emerging Company and Venture Capital Practice
[email protected] +1 617 526 6657
+1 617 526 6657
A. William Caporizzo
Partner

Vice Chair, Transactional Department
[email protected] +1 617 526 6411
+1 617 526 6411
Fred J. Adam
Partner
[email protected] +1 650 858 6174
+1 650 858 6174
David Strong
Partner
[email protected] +1 720 598 3469
+1 720 598 3469
Benjamin C. Kelsey
Counsel
[email protected] +1 617 526 6988
+1 617 526 6988