Authors: Michael Grantmyre and Ryan Unruch

Introduction

Welcome to Osler, Hoskin & Harcourt LLP’s fifth annual comprehensive report on venture capital and growth equity financing transactions in Canada’s emerging and high growth companies ecosystem.

In 2025, the Canadian venture capital ecosystem demonstrated continued resilience amidst evolving macroeconomic and geopolitical conditions. With the Bank of Canada easing interest rates four times throughout the year, bringing rates down from 3.25% to 2.25% by October of 2025, in notional terms, many internal economic variables within Canada improved compared to 2024 when interest rates hovered around 5% before starting to drop. However, 2025 also witnessed the most fundamental recalibration of U.S. trade policy in decades. Under the second Trump administration, U.S. trade policy shifted toward a multi-layered tariff regime that imposed significant tariffs on many U.S. trading partners and non-trading partners alike, setting off trade wars, disputes and a new wave of global economic uncertainty. Despite this broader geopolitical backdrop, data from the Deal Points Report indicate that investors deploying capital in Canada remained confident throughout the year with strong financing activity, bolstered by the emergence of artificial intelligence (AI) as a key driver of deal flow and capital deployment.

Osler’s 2025 Deal Points Report captures 140 preferred share financings, drawing on transactions on which Osler acted, and reflects continued strong activity in the Canadian venture market. As noted above, the year saw a marked increase in AI investments, with AI companies accounting for 54% of all capital invested in the underlying financings, a jump from 26.4% in 2024. Total capital invested in financings covered by the Deal Points Report reached approximately US$4.5 billion, surpassing 2024 and marking the highest investment level, for deals on which Osler represented a client, in the five-year period covered by the report. Series C and Series D and beyond financings represented a significant portion of 2025 capital deployment, with approximately US$1.4 billion and US$2 billion, respectively, invested in later-stage companies.

As in 2024, the year also saw significant investment in new opportunities within the Canadian venture space, as early-stage financings (i.e., Seed and Series A stages) again represented 70% of all financings captured by this year’s Deal Points Report. Seed stage financings represented 40% of all financings in 2025, while Series A financings represented 30%. It remains clear that investors are continuing to make long-term bets on exciting companies with good prospects, strong existing or potential economics, product-market fit and exceptional founders.

Turning to the Canadian emerging and high growth companies ecosystem itself, we continued to see robust venture financing activity across the country. Ontario (45.7% of deals; 60.8% of invested capital) remained the dominant hub for venture activity, followed by Québec (21.4% of deals; 12.8% of invested capital) and British Columbia (12.9% of deals; 16.5% of invested capital). The Prairie provinces maintained a strong growth trajectory, representing 12.9% of all financings in 2025, but accounted for only 4.9% of invested capital, implying that many financings in these geographies are still earlier stage. Investments in AI (23.6%) and health/life sciences (23.6%) continued to see material increases in representation within the data the Deal Points Report captures, with AI companies representing the largest single industry category by both number of deals and dollars invested.

The data in the Deal Points Report show that terms in Canadian venture financing transactions continue to maintain their alignment with the Canadian Venture Capital and Private Equity Association (CVCA)/U.S. National Venture Capital Association (NVCA) model financing documentation — 96.8% of financings used CVCA/NVCA-based forms. This alignment is also reflected in the recently published Osler Series Seed Financing Templates, which are closely based on the NVCA models and adapted for use in Canada. Learn more about the Osler Series Seed Financing Templates.

About the 2025 Deal Points Report

This year’s release of the Deal Points Report: Venture Capital Financings synthesizes data from 686 venture capital and growth equity preferred share financings completed by Osler from 2021 to 2025, representing more than US$15.2 billion in total transaction value. New for 2025, the Deal Points Report also captures expanded data on convertible securities (both Simple Agreements for Future Equity (SAFEs) and convertible promissory notes). This portion draws on 240 convertible securities financings completed by Osler in 2024 and 2025, representing over US$1.3 billion in total transaction value. Together with the US$15.2 billion in preferred share financings mentioned above, the Deal Points Report covers approximately US$16.5 billion in aggregate transaction value. These 686 preferred share financings and 240 convertible securities financings represent a sample of Osler’s broader financing deal volume.

This significant level of transaction volume, combined with Osler’s position as the preeminent Canadian legal advisor to clients in the emerging and high growth companies space, underpins our ability to produce a publication such as the Deal Points Report. In the LSEG (formerly Refinitiv) Global Private Equity Legal Review: Full Year 2024, for example, Osler was ranked as the #1 Canadian legal advisor to venture-backed companies based on round value and number of rounds. Osler was also ranked as the #1 Canadian firm for venture capital deals across several categories in the 2025 PitchBook Annual Global League Tables. In addition, the firm’s expertise is acknowledged in the 2026 Chambers Canada rankings: Osler is the longest standing Canadian firm to rank as Band 1 for Startup & Emerging Companies; the two Co-Chairs of the Emerging and High Growth Companies Group are the only Band 1 ranked lawyers in the country; and the firm has the largest number of ranked lawyers in Canada.

In January 2026, Osler made its Series Seed Financing Templates available to the public. These templates build on the firm’s established financing precedents, developed and refined across a large volume of venture capital transactions, which have both shaped and been shaped by the Canadian startup ecosystem. The public versions align with the current version of the U.S. NVCA model documents, while remaining grounded in Canadian law and market practice, and reflect a consensus across our offices on Canadian market standards. The result is a practical, market-tested starting point that supports efficient early-stage financings and cross-border investment. We made these templates freely available to support the Canadian venture ecosystem and also to complement the Deal Points Report by applying a similarly broad market perspective on a forward-looking basis.

The Deal Points Report is unique within the Canadian market as it does not rely solely on publicly available information or third-party submitted data. Instead, it draws on Osler’s confidential anonymized data sources from its transactions, providing readers with deeper, more comprehensive financing-related insights that go beyond what can be gathered from publicly available data sources; notably, the Deal Points Report includes data on important markets such as British Columbia (the data from which are often excluded from other reports, as the province does not make terms publicly available). Osler publishes the Deal Points Report on the basis that information from non-public sources — including financing-related data extracted from term sheets, share purchase agreements, shareholder agreements, secondary transaction documents and convertible securities — should be available to all stakeholders within the emerging and high growth companies’ ecosystem. As all data presented in the report are drawn from financings Osler completed across the country, the authors are able to interpret and contextualize the data with the benefit of first-hand exposure, thereby producing meaningful insights and reliable conclusions.

One of the unique features of the Deal Points Report is that it provides an opportunity to profile some of Osler’s clients and to share their stories, including how they raised and deployed capital in 2025. We are grateful for the support and trust of these clients, and of the firm’s clients more broadly. At Osler, we represent emerging and growth-stage companies and the investors that invest in them across a broad range of knowledge-based industries and throughout their life cycle, providing legal advice on a wide array of issues and requirements along the way. We are proud to play a role in these journeys, which in turn form part of a broader narrative: the continued growth and resilience of Canada’s emerging and high growth companies ecosystem, which creates jobs, promotes innovation and attracts significant domestic and international investment.

Certain data points that we consider relevant to the market did not make it into this year’s publication. We expect to continue to expand and refine the scope of the report in future releases. In the meantime, we welcome discussions with clients and market participants regarding the findings in this year’s publication. Additional insights are available through our on-demand webinar, where members of Osler’s Emerging and High Growth Companies Group, including Co-Chairs Chad Bayne and Mark Longo, discuss the findings from this year’s report, alongside Ashley Neville, Director of Insights at Carta.

Highlights from the Deal Points Report

• The number of up rounds in 2025 increased to 76.3% (compared to 73.4% in 2024 and 58% in 2023). The number of down rounds decreased to 11.3% (compared to 14.7% in 2024 and 15.9% in 2023) and the number of flat rounds was 12.5% (compared to 11.9% in 2024 and 26.1% in 2023).
• For the first time in 2025, Series D and beyond financings reached double digits, representing 10% of all Canadian financings (but 43.6% of all dollars invested), up from 2% in 2022. Early-stage financings (Series Seed and Series A) continued to dominate the Canadian investment landscape in 2025, representing 70% of all financings closed (but only 15.9% of capital invested).
• Companies in the information technology and AI industries collectively represented 40.7% of all financings captured by the Deal Points Report in 2025. AI companies represented 23.6% of the number of financings completed in 2025 and 54% of all capital invested in 2025. Health/life sciences continued to represent an important industry for venture investment in Canada, representing 23.6% of financings (but only 6.2% of capital invested), matching AI as a category by deal count.
• In 2025, Ontario, Québec and British Columbia had the highest concentration of financings completed and capital invested. Ontario represented 45.7% of all deals and 60.8% of capital invested. Québec represented 21.4% of deals and 12.8% of capital invested. British Columbia represented 12.9% of deals and 16.5% of capital invested.
• The percentage of companies covered in the Deal Points Report that were founded by women increased to 22.1% in 2025 (relative to 21.3% in 2024 and 15.6% in 2021); the percentage of the total dollars invested in those financings increased to 22.6% (representing US$1,016 million in invested capital) relative to 12.1% in 2024.
• In 2025, 96.8% of the financings covered by the Deal Points Report used forms generally based on CVCA/NVCA model financing agreements, reflecting the continued market standardization of venture financing documentation in Canada. Consistent with this, and in an effort to further align the Canadian market with Silicon Valley standards, Osler published its Series Seed Financing Templates based on the NVCA models and adapted for use in Canada.
• In 2025, secondary transactions continued to be part of the financing landscape. Series C financings saw the highest percentage of secondary components (60% of all Series C financings included a secondary component), while 28.6% of Series D and beyond financings included a secondary component.
• Standard venture terms remained consistent in 2025, including pari passu liquidation preferences (79.6%), 1x liquidation preferences (93.6%), non-participating preferred shares (96.8%), non-cumulative dividends (95.8%), broad-based anti-dilution (100%) and limited redemption rights (7.4%).
• Post-money SAFEs accounted for 90.7% of SAFEs in 2025, up from 81.2% in 2024; further aligning the Canadian market to Silicon Valley standards.
• In 2025, 56.6% of SAFEs included both a discount and a valuation cap, up from 49.3% in 2024; 9.4% included only a discount, 32.1% only a valuation cap and 1.9% included neither (i.e., MFN (most favoured nation) SAFEs).
• Median interest rates for convertible promissory notes were approximately 8% in both 2024 and 2025, with averages generally aligned.

Methodology and background

• The Deal Points Report consists of a review of (i) 686 preferred share financings, from Series Seed through Series D financings and beyond (completed by Osler clients between 2021 and 2025) and (ii) 240 convertible securities financings (completed by Osler clients in 2024 and 2025).
• These financings include a small representation of financings involving a U.S. company where one of the firm’s Canadian offices was engaged in the matter.
• Common share financings were excluded.
• The total value of investment across all the financings covered by the Deal Points Report was US$15.2 billion for preferred share financings and US$1.3 billion for convertible securities financings, including US$4.5 billion in preferred share financing activity and US$744.3 million in convertible security activity in 2025. For reference purposes, the transactions captured by the Deal Points Report capture a significant portion of the C$8 billion in financings (571 transactions) that the CVCA reported closed in Canada in 2025.
• Osler was company counsel in approximately 71.9% of the financing transactions included in the Deal Points Report and investor counsel in approximately 29.1% of these financings.
• Osler collected and anonymized data from both public (where documents such as company articles are publicly filed) and non-public financing documents related to these transactions, including term sheets, articles, share purchase agreements, shareholder agreements, secondary transaction documents and convertible securities.
• Data on preferred share financings covered in the Deal Points Report span a five-year period (2021–2025), while data on convertible securities cover a two-year period (2024 and 2025).
• The Deal Points Report is divided into five sections: General overview of preferred share financings; Valuation and investment intelligence: preferred share financings; Financing structure intelligence: preferred share financings; Financing terms intelligence: preferred share financings; and Convertible securities intelligence.
• All dollar amounts for financing transactions that were not actually denominated in USD were converted into USD based on the applicable foreign exchange rate published by the Bank of Canada on the closing date of the applicable financing. To the extent that the closing date of such a financing transaction occurred on a holiday or a weekend, the applicable dollar amount was converted into USD based on the applicable foreign exchange rate published by the Bank of Canada on the next business day.
• While the Deal Points Report draws on a dataset that includes 240 convertible securities financings, for the purposes of the sections related to convertible promissory note interest rates, convertible promissory note terms (months), convertible promissory note discount rates, SAFE discount rates and valuation caps by series (convertible promissory notes and SAFEs), the analysis is limited to transactions for companies that completed up to and including a Series Seed priced financing round. Convertible securities transactions following later-stage priced rounds are more highly negotiated and bespoke, resulting in reduced comparability across deals. Accordingly, these transactions are excluded from these sections to preserve the consistency and benchmarking value of the reported data. However, for other data points that are less affected by the issuer’s stage (e.g., total number of convertible securities financings and dollars raised; SAFE vs. convertible promissory note, by industry; and amendment thresholds), the full dataset of 240 transactions is included.

About Osler’s Emerging High Growth Companies Group

The Emerging and High Growth Companies Group at Osler is composed of individuals who are passionate about entrepreneurship and fostering the development of early- and growth-stage ventures. Osler is the longest standing Canadian law firm ranked Band 1 in Chambers Canada, and our team members in our Toronto, Vancouver, Montréal, Ottawa and Calgary offices are eager to share their experience and insight with emerging companies to help maximize their development and ensure long-term success.

We represent entrepreneurs and emerging and growth-stage companies nationwide from a broad spectrum of knowledge-based industries, supporting them from incubation through their growth trajectory, as well as the venture capital funds, growth equity funds and private equity funds that finance them. We provide legal advice on a wide range of issues and legal requirements that emerging and high growth ventures face, from corporate and tax structuring, to fundraising and shareholder agreements, to intellectual property strategies and employment- and compensation-related matters — all of which require a deep understanding of the market and expert counsel.

Osler acts for more than 2,500 early-, growth- and late-stage ventures and venture investors across Canada, in the United States and around the world. In 2025, Osler advised on a significant number of venture financing transactions, including preferred share financings, convertible promissory note financings and SAFE financings, 250 of which are showcased in the data forming the basis for this Deal Points Report.

Authors

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• General overview of preferred share financings in the Deal Points Report