Series B Funding in 2026: Valuations, Investors and Terms
Series B funding in 2026: Cooley's median pre-money hit $185.2M in Q2. Round size, terms, investors, metrics and Series A vs Series B, for CEOs and CFOs.
In the deals Cooley handled, the median pre-money at this stage rose from $152.5M in Q1 2026 to $185.2M in Q2, the largest rise of any stage.
Crunchbase's $68M average for 2026 to March reflects investors putting more into their largest deals; size the round to the milestone that prices the Series C.
Growth investors rebuild recurring revenue, retention, gross margin, burn multiple, payback and customer concentration from raw data before they trust the deck.
A growth fund leads and sets the terms; insiders, family offices and strategic investors fill on those terms, approached in parallel.
Term sheet, confirmatory diligence and the definitive documents, sold under Rule 506(b) in the US, then Form D within 15 days after the first sale.
A Series B round is the priced equity raise after a Series A, led by growth investors, to scale a revenue model that already works. Rounds were priced higher in Q2 2026: in the deals Cooley handled, the median pre-money valuation at this stage rose from $152.5 million in Q1 to $185.2 million in Q2, the largest rise of any stage (Cooley, Q2 2026 Venture Financing Report).
spectup works with the CEO and CFO on these raises as a capital raising consultant: we build the investor list, run the outreach through to signing and prepare management and the company's lawyers for the negotiation of the term sheet, and the company pays us, never an investor.
| Step | Change | Running total |
|---|---|---|
| Median, Q1 2026 | $152.5M | |
| Rise in Q2, the largest of any stage | +$32.7M | $185.2M |
| Median, Q2 2026 | $185.2M |
What is Series B funding, and what has a company proven by then?
A Series A pays to prove that the model repeats. The next round pays to repeat it at a larger size: more sales capacity, a second market, a new product line, sometimes an acquisition.
By then the round is larger than the current shareholders can fund, so an outside growth fund sets the price.
Investors buy preferred stock at a set valuation. The lead usually takes a board seat, written into the voting agreement that sits beside the stock purchase documents.
The stage is narrow. Outside the 2021 to 2022 peak, Crunchbase usually counts between 600 and 900 US deals a year at this stage, and in most years roughly $1 in every $6 or $7 of US venture money went to it (Crunchbase News, May 2025).
The same data shows about twice as many Series A rounds as rounds at the next stage, and puts the odds of getting from one to the other close to a coin flip.
A company still searching for its repeatable sale is early for this round, however steep its growth chart, because growth investors price the repeat.
How big is a Series B round in 2026?
Crunchbase put the average at $68 million for 2026 so far when it counted in March, which appears to be the highest on record. The largest round in the six months it reviewed was a $2 billion AI financing, and roughly half of the stage's dollars went to AI-related companies (Crunchbase News, March 2026).
At the other end, small rounds are thinning out. Rounds of $1 million to $10 million ran at about 150 a year from 2020 to 2023; in 2025 there were 44.
The sector mix is wider than the AI share suggests. Over the same six months, more than a quarter of the stage's dollars went to healthcare and biotech, and about 15% to robotics and hardware.
Size the round to the milestone that prices the Series C, plus a buffer for a slower market. Crunchbase reads the higher average as investors putting more capital into their largest deals; that tells a company with steady recurring revenue little about the cheque to ask for.
Series B valuation in 2026, and the terms that come with it
The rise at this stage went against most of the market. The median fell at Series A, Series C and Series D and later, while the share of Cooley's deals priced above $100 million pre-money, across all stages, rose from 41% to 48% (Cooley, Q2 2026).
One caveat on the sample: these are the 166 financings Cooley handled in the quarter, $85.7 billion in all, driven by one large late-stage tech deal, and its deal count at this stage fell from Q1. The Q1 median above is the figure Cooley restated in its Q2 report; the Q1 report printed $165 million, which makes the rise about 12% on that first number. Quote that median Series B valuation to a board as one law firm's deal list.
Terms across all stages of Cooley's Q2 deals stayed on the company's side. A 1x liquidation preference appeared in 95.8% of them, and 96.4% used non-participating preferred stock, so investors take their money back or convert, never both.
“Liquidation preference structures remained favorable to companies”
CooleyQ2 2026 Venture Financing Report
Down rounds still rose, to 12.1% of deals (flat rounds to 4.3%), and pay-to-play provisions, which penalise an existing investor who skips the new round, appeared in 8.4% of deals, up from 7%.
With preferences close to standard, the price and three terms carry the negotiation:
the option pool created before the price, which dilutes the existing holders and not the new investor
board composition after the close
any pay-to-play clause, and who it would bite
Run the payout at three exit values in a liquidation preference calculator before you sign the term sheet.
Which metrics do growth investors test first?
Cohort retention comes first, ahead of the growth rate. A company that grows fast on weak cohorts is buying revenue it then loses, and a growth investor's diligence team sees that on its first read of the cohort table.
The team rebuilds six numbers from raw data before it trusts the deck. None has a universal pass mark: the bar moves with the sector, the growth rate and the lead's own portfolio.
3 columns. Drag the table sideways; the first column stays put.
Metric | What it shows | How the investor tests it |
|---|---|---|
Recurring revenue and its growth | Whether the model repeats at a larger size | Revenue by customer and month, reconciled to the accounts |
Gross and net retention by cohort | Whether customers stay and buy more | Each starting cohort followed month by month |
Gross margin | What each new dollar of revenue keeps | Cost of revenue line by line: hosting, services, support |
Burn multiple | Net burn per dollar of net new recurring revenue | Cash flow statement against new recurring revenue, by quarter |
Payback on acquisition cost | Months to earn back the cost of a customer | Sales and marketing spend against new gross margin |
Customer concentration | How much revenue rides on the largest accounts | Top-ten share, contract terms, customer calls |
In a Series A vs Series B comparison, the earlier round tests a narrower list; the guide to Series A traction metrics sets out what it checks.
Series B investors: who leads the round and who fills it
Every round has a lead, whose term sheet fixes price and conditions, and a fill that takes the remaining allocation on those conditions. The investors at this stage split along that line:
Lead: a growth-stage venture fund or a growth equity fund, writing the largest cheque and asking for a board seat.
Insiders: existing investors taking their pro rata, the right to keep their percentage.
Family offices: usually in the fill, on the lead's terms.
Strategic investors: corporates whose interest in the company is commercial as well as financial.
spectup approaches growth funds, family offices and strategic investors in parallel, because a round this size rarely fills from one group. The order of signatures still matters: the lead's term sheet comes first, and the follow-on investors price off it.
Which Series B investors can lead depends on what the company can prove: a growth fund leads on cohort data, a strategic on product fit. A strategic in the lead seat can also ask for rights over a later sale of the company, such as a right of first refusal, which any other bidder then has to price in.
Debt can sit beside the equity. Venture debt sized off the round extends the runway at less dilution than more equity would cost, and spectup arranges structured debt inside a raise where it fits.
Series A vs Series B vs Series C: what each round buys
The fund that leads changes at each round, and so does the proof it checks.
4 columns. Drag the table sideways; the first column stays put.
Round | What it pays for | Who usually leads | What diligence checks hardest |
|---|---|---|---|
A | Proving the model repeats | Venture funds | Product, early customers, the team |
B | Repeating it at a larger size | Growth-stage venture and growth equity funds | Cohort retention, margin, efficiency |
C | New markets, acquisitions, a path to profit or a listing | Growth equity and crossover funds | Unit economics at scale, the exit route |
The Series A investor underwrites the team and its first customers; the later investor underwrites cohort data it rebuilds itself.
Pricing at C and later moves on its own clock. In the same quarter the Series D-and-later median pre-money in Cooley's deals dropped from $2.4 billion to $600 million, while the median at the B stage rose (Cooley, Q2 2026).
| Item | Q1 2026 | Q2 2026 |
|---|---|---|
| Series B | B: $152.5M | $185.2M |
| Series D and later | D+: $2.4B | $600M |
After C come D, a pre-IPO funding round and a listing. spectup's largest transaction sits at that end: a GBP 100M pre-IPO round, still running.
Late-stage and pre-IPO rounds sell to crossover and growth equity investors, and that's where a private placement agent runs the process.
The steps from materials to a closed round
Seven steps take a growth round from the materials to money in the bank, and for a US round, securities law sets how it is sold and filed:
Materials and data room, built from the checklist below.
Investor list: leads and fill, ranked by fit and cheque size.
First meetings in parallel, so term sheets arrive close together.
Term sheet from the lead: price, preference, board, option pool.
Confirmatory diligence: the investor checks the data room against the deck, number by number, and the deck against the accounts.
Definitive documents: the stock purchase agreement, the investors' rights and voting agreements and the amended charter, sometimes with tranches, where money arrives in stages against milestones.
Closing and filing: the money arrives, and the Form D notice follows.
Under Rule 506(b), a US round may take any amount from any number of accredited investors, with no general solicitation or advertising.
The company files its Form D notice within 15 days after the first sale of securities in the offering.
No step has a fixed length. Two things move the timetable most: how close together the term sheets arrive, and how much of the data room the investor's team has to rebuild in confirmatory diligence.
Ready before the first investor meeting:
a monthly model
the cohort table, by month of first revenue
a fully diluted cap table with the option pool and every convertible instrument still outstanding
top customer contracts
board minutes and the last two years of accounts, reconciled to the model
a data room index
Build the cohort table before the first meeting. A table produced mid-diligence, at the investor's request, gets read for which cut the company chose to show.
Our assessment of the market for growth rounds in 2026
“Combined global VC investment across both Q1 and Q2 2026 reached US$560.4 billion, the highest H1 level recorded in the past five years”
KPMGVenture Pulse Q2 2026
Read the pay-to-play clause and any accruing dividend before the valuation: both decide what the existing holders keep if the next round or the exit comes in low.
| Scenario | Q1 2026 | Q2 2026 | Gap |
|---|---|---|---|
| Pre-money above $100M | 41.0% | 48.0% | +7 pts |
| Pay-to-play provisions | 7.0% | 8.4% | +1.4 pts |
| Redemption provisions | 6.4% | 5.4% | −1 pt |
| Accruing dividends | 2.3% | 3.0% | +0.7 pts |
How spectup runs a Series B capital raise
On the raise, the company is spectup's only client and its only payer. It pays a monthly fee during the raise and a success fee once the round has closed and the cash is in its account. Across engagements, the record is $760M+ advised, raised or placed.
On one raise, spectup ran the investor outreach on an $18M Series B for a food technology operator; the round generated 44 investor meetings before it closed.
The work runs in three parts:
Equity story and materials: the model, the cohort table and the deck that argues the price.
Investor list, drawn from 440+ direct relationships that came out of transactions spectup closed, 2,500+ investors and LPs spectup has already pitched to alongside earlier clients, and 30+ partner firms that bring their own investors to a raise they share with us.
Outreach to close: growth funds, family offices and strategic investors approached in parallel, debt arranged inside the raise where it fits, then term sheet, confirmatory diligence and documents through to the money arriving.
Who on that list hears from us, and when, is decided by a signal engine spectup built in-house, read against investor data taken from closed deals. The engine flags the moment an investor is worth approaching.
| Step | Leads to |
|---|---|
| Direct relationships (440+, closed deals) | Investor list |
| Investors met (2,500+ with clients) | Investor list |
| Partner firms (30+) | Investor list |
| Investor list (Closed-deal data and signal engine) | Growth funds; Family offices; Strategics |
| Growth funds | Lead term sheet |
| Family offices | Lead term sheet |
| Strategics | Lead term sheet |
| Lead term sheet (signed first) | Close |
| Debt (inside the raise) | Close |
| Close (money arrives) | end |
Deciding whether your company is ready to raise
Two conditions come before any engagement: revenue, and a defined use of proceeds. Then the board answers three questions:
Can the metric story be proven from data the company already holds, with cohorts that reconcile to the accounts?
Which milestone does the round buy, and does reaching it price a Series C?
Who is the likely lead, and has anyone at that fund seen the numbers?
If the answer to the first question is no, build the cohort table this quarter and raise on it next.
Three conclusions
Crunchbase's $68M average to March 2026 reflects investors putting more capital into their largest deals, while rounds of $1M to $10M fell to 44 in 2025. Size the round to the milestone that prices the Series C.
With 95.8% of Cooley's Q2 2026 deals at a 1x preference and 96.4% non-participating, the negotiation moves to the valuation, the option pool created before it, board seats and any pay-to-play clause.
Whatever the sector, the lead's diligence team rebuilds cohort retention and burn efficiency from the data room before it signs.
Series B funding in 2026: questions readers ask
5 questions on growth-stage capital (Series A+), answered by Niclas Schlopsna, Managing Partner.
01What is Series B funding?
The priced equity round a company raises after its Series A, usually led by a growth-stage venture or growth equity fund, to scale a revenue model that already works. Investors buy preferred stock at a set valuation, and the lead usually takes a board seat.
02What is a good Series B funding amount?
Enough to reach the milestone that prices the next round, plus a buffer for a slower market. The $68 million average for 2026 so far, per Crunchbase in March, reflects investors putting more capital into their largest deals, so it's a poor target for most companies. Rounds of $1 million to $10 million at this stage fell to 44 in 2025.
03Is it hard to raise a Series B?
Yes. Crunchbase puts the odds of getting from a Series A to the next round close to a coin flip, and US deal counts at this stage have stayed in the hundreds a year in eight of the past ten years. The companies that close show retention and efficiency in data the investor can rebuild.
04What is the difference between Series B and C?
The B round scales a model that works; a Series C extends it into new markets, acquisitions or the path to a listing. Growth equity and crossover funds lead more of the later rounds, and their pricing moves on its own: in Cooley's Q2 2026 deals the median pre-money fell at Series C while it rose at the B stage.
05When should a company hire a capital raising consultant for a growth round?
Before the materials are built. A capital raising consultant who shapes the equity story, the model and the investor list from the start can approach every investor once, with the right numbers. One who arrives after outreach has gone out spends the raise re-approaching investors who have already passed. Revenue and a defined use of proceeds are the two conditions spectup looks for before it takes the engagement, and both should be settled before the first investor call.
