A Right of First Refusal (ROFR) gives the company, and sometimes its investors, the first opportunity to buy shares before they are sold to a third party.

If a shareholder receives an offer to sell their shares, they must first notify the company of the proposed sale and its terms. The company, and where applicable its investors, usually have a set period, often 30 days, to match the offer or waive their right.

For example, a shareholder receives an offer to sell 50,000 shares at $10 per share. If the company or its investors match the offer, they buy the shares on the same terms. Otherwise, the shareholder may complete the sale with the outside buyer.

A ROFR helps companies control who becomes a shareholder by giving existing stakeholders the first opportunity to buy shares before they change hands.

The bar for a large late-stage round has reset. The median US late-stage venture round in 2026 is now about $100M, roughly double the level of 2020, according to Crunchbase.

Capital is also concentrating at the top. So far this year, US startups have closed around 250 financings of $100M or more; of those, 18 were $1B or larger. In the first quarter, four deals alone (OpenAI, Anthropic, xAI and Waymo) raised a combined $188B, more than 63% of all venture funding that quarter, per TechCrunch.

This pattern is neither good nor bad on its own. But it resets expectations: a nine-figure round is no longer rare, and the gap between the few companies raising at scale and everyone else is widening.

Source: TechCrunch | Crunchbase