Osler’s 2025 Deal Points Report signals a Canadian venture market in recovery, with a catch.
The report, based on 140 preferred share financings the Canadian law firm worked on in 2025, found aggregate deal value rose by 22 percent year-over-year to $6.3 billion CAD.
Justin Young,
“I look at this and see recovery, but it’s not uniform across sectors, and it’s not uniform across stages.”
Osler
Across the full dataset, Osler reviewed 686 preferred share financings from 2021 to 2025, representing more than $21 billion CAD in transaction value, in addition to 240 convertible securities from 2024 and 2025, representing more than $1.7 billion CAD.
Calvin Leung and Justin Young, two partners in Osler’s Emerging and High Growth Companies Group, sat down with BetaKit to unpack the 2025 trends and explore what they mean for Canadian tech founders in 2026.
The broad market signal, according to the report, is positive. Up rounds increased to 76.3 percent in 2025 from 73.4 percent in 2024, down rounds also fell to 11.3 percent from 14.7 percent in 2024, and AI pulled an outsized share of capital into the market.
“I look at this and see recovery, but it’s not uniform across sectors, and it’s not uniform across stages,” Young said.
Last year’s rebound was concentrated in the earliest and latest stages of company financing. Seed and Series A rounds represented 70 percent of all preferred share financings in the 2025 dataset, with seed at 40 percent and Series A at 30 percent. Those rounds accounted for only 15.9 percent of capital invested.
Leung said that at the earlier stages, he noticed investors writing smaller cheques and using more tailored terms in 2025. “The rationale I’m hearing from the investors, and what I’m seeing in the deal terms, is that the investors are looking to hedge their bets a little bit,” Leung added.
At the later stages, Series D and higher rounds reached 10 percent of financing for the first time in the report’s five-year dataset, and represented 43.6 percent of all dollars invested.
The picture looked a bit different at the Series B stage. Companies raising at this stage saw the highest increase in down rounds. The report found that by this stage, founder board control has usually started to give way to a more institutionalized structure.
“There’s a general rule in good governance that there should be proportionality, and so at the Series B, we tend to see the shift happen where even the ownership percentage is more controlled by the investor base,” Leung said.
On economics, founders saw some relief, because the report found that dilution fell across every stage in 2025, a trend Young said can be explained by two phenomena.
“Either it’s because valuations are increasing and round sizes are staying the same, and that’s true in some of the categories when you look at our report, or valuations are staying constant, but the amount of capital being raised is lower,” Young explained.
Cap table discipline is also informing the continued use of secondaries in growth-stage rounds. The report found that 60 percent of Series C financings last year included a secondary component. Secondaries were also present in 28.6 percent of rounds at the Series D stage and above. Young said these cash-out opportunities are becoming increasingly important as companies stay private longer.
“There’s really no other source in Canada that can delve into the details of the financings.”
“The time to IPO, or M&A event, exit event, has extended, and you’ve got founders looking for some liquidity, you’ve certainly got early investors who have fund life cycles that suggest that they’re looking for early liquidity,” Young said, adding that secondaries can help balance the demand for shares with a company’s actual capital needs.
Secondaries are just one example of the granular deal dynamics Osler is looking to benchmark with its annual Deal Points Report.
“Several years ago, we decided at Osler that we had unique access to data on the Canadian tech ecosystem in terms of what was actually happening on the ground in Canadian tech financings,” Young said. “There’s really no other source in Canada that can delve into the details of the financings.”
Putting the report together each year is a “grassroots effort,” according to Leung. “At the end of every deal, it is the team responsible for the deal, who ran the deal, that has to input the data that then gets aggregated and analyzed by the team that generates the report.”
For founders thinking of raising in 2026, Leung believes the Deal Points Report captures several trends worth paying attention to: megarounds in the AI sector, and healthy volume across cleantech and life sciences points to a healthy amount of dry powder in the ecosystem.
“I’m hoping to see a lot of conversion of the seed rounds into Series As and to Bs, and get them into real growth-stage companies and scale-ups,” Leung said. “That would be amazing to see.”
Young’s advice to founders is to avoid reading the signals from 2025 too broadly, and instead focus on how the Deal Points Report’s benchmarks apply to their own financing.
“Really try to be specific, so if you’re a founder, what specifically are you doing?” Young said. “What industry are you in? What stage are you at? [Try] to really think about how these data points matter to you in the context of your particular financing.”
Watch the full conversation featuring Calvin Leung and Justin Young:
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Osler’s Deal Points Report offers one of the most comprehensive views available into how Canadian financings are really getting done. For a deeper look at the data behind these dynamics, read Osler’s full 2025 report now.
Feature image courtesy Vitaly Gariev on Unsplash.