Venture debt
Loans to startups that are backed by venture capital but do not yet make enough cash to repay them, from banks and specialist funds. Less dilution than another equity round, but the lender takes a lien on everything, usually gets warrants, and is counting on your investors putting in more money.
- Blanket lien (a UCC-1 filing over all business assets)
How it works
Venture debt is lending to companies in an early, expansion or late stage of growth that rely on money from investors, not on their own cash flow, to keep going. The Office of the Comptroller of the Currency (OCC) calls these "venture loans" and says they tend to have a higher risk of default than other business loans.
Who lends: banks with venture lending teams, and specialist funds such as business development companies that lend to venture-backed companies. Lenders usually work alongside your venture capital investors.
What a deal usually includes, going by one venture lender's annual report to the SEC:
- A loan or line of credit, often with a period (in that lender's case up to 24 months) to draw it, sometimes only after you hit agreed milestones.
- Interest, with that lender aiming for a yield of about 10% to 18% a year on its term loans, plus a fixed payment at the end of the loan, due even if you repay early.
- Warrants: the right for the lender to buy shares later, usually at the price your investors paid in the last round. That lender's warrants are generally worth 2% to 10% of the loan amount, so you give up a little ownership.
- A first lien on all the company's assets, often with a promise not to pledge your intellectual property to anyone else.
What banks look at, according to the OCC: your investors and how sure the next funding round is, your latest valuation, and how many months of cash you have left at your current burn rate. Loans often have a covenant on that "runway". The OCC tells banks that an uncommitted future equity raise is not a satisfactory way to repay, so expect lenders to want cash controls or other protection.
Upsides and downsides
Upsides
- Gives you more runway with less dilution than raising the same amount in shares
- Can be drawn when needed, often over a period after the deal is signed
- Lenders that know venture-backed companies can lend before you make a profit
Downsides
- The lender takes a lien on all your assets, often including a block on pledging your intellectual property
- Warrants and an end-of-loan payment add to the cost
- Covenants on your cash runway can give the lender control if you fall behind plan
Risks
- If your next funding round does not happen, you may be unable to repay, and the lender can take your assets
- Your investors have no duty to repay your loan for you, as the OCC points out
- Repayments use up cash that you raised for growth
What it costs
- How it is priced
- Interest, an end-of-loan payment and warrants, set by the lender for each deal
- Costs that are easy to miss
- Warrants, which give the lender a small share of the company's future value
- A fixed payment at the end of the loan, also due if you repay early
- Fees for setting up the loan or the unused part of a line, where charged
Usually sized alongside your latest equity round; no public source gives typical amounts.
Have a quote? True cost of a loan: work out the APR and total cost
Does it fit?
Could fit when
- You have venture capital investors and want more runway before your next round
Unlikely to fit when
- You have no venture capital investors; venture lenders lend alongside them
- You would rather give up no ownership at all, and lenders usually take warrants
- The business is not set up in a form that venture capital investors back
Who can use it
- Business types: C corporation, Benefit corporation, LLC
- Open to businesses with no sales yet
- Backed by venture capital investors
- Enough cash, or committed investor money, to cover the loan through the lender's checks
Am I ready?
What a provider is likely to ask for. Tick what you have. Your ticks stay in this browser and nothing is stored. Checklist for all bank and mainstream debt
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- Cash flow forecast
- Ownership table
- Investor backing
Regulation and protections
Regulators: Office of the Comptroller of the Currency (OCC); Federal Deposit Insurance Corporation (FDIC); Federal Reserve; U.S. Securities and Exchange Commission (SEC).
Who runs it: Private providers, nationwide.
Banks that make venture loans are supervised by their regulators, and the OCC's December 2025 guidance tells national banks how to underwrite them. Business development companies, one kind of venture lending fund, file reports with the SEC. Federal Truth in Lending rules do not cover business loans. The Equal Credit Opportunity Act (Regulation B) covers business credit.
Types of provider: Banks with venture lending teams; Business development companies and other venture lending funds.
Also consider
What has changed
No changes since this page was published. It was last checked against its sources on October 20, 2026.
Sources
- OCC Bulletin 2025-45: Commercial Lending, Venture Loans to Companies in an Early, Expansion, or Late Stage of Corporate Development (December 5, 2025) · checked October 20, 2026
- SEC EDGAR: annual report on Form 10-K for 2025 of a business development company that makes venture loans (loan terms, end-of-term payments, warrant coverage) · checked October 20, 2026
- 12 CFR 1026.3 (Regulation Z): exempt transactions, including business credit · checked October 17, 2026
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