Venture capitalists may need to spice up the vanilla term sheets they give to founders, in order to protect their own investors.

Driving the news: Andrew Tulloch has left Thinking Machines, the AI lab he cofounded with fellow OpenAI vet Mira Murati, for a job at Meta.

• Thinking Machines put a positive spin on the move, saying it's "grateful for what [Tulloch] helped build here," but that's cold comfort for those who just plugged $2 billion into the AI upstart at a $10 billion valuation.
• It's the latest in a series of AI founder departures, sometimes structured as acqui-hires, that have forced remaining stakeholders to grin and bear it.

Zoom in: Venture capitalists could consider adding key-man provisions to their term sheets, or at least those tied to outsized checks. If it works for the funds themselves, why not for their portfolio companies?

• VCs constantly talk about how they invest more in people than in ideas or products, so shouldn't they have an out if the people leave?
• Another option would be to change founder vesting schedules, many of which now include 25% upfront and 40% within a year.

For the record: We don't know details of Tulloch's vesting schedule with Thinking Machines, nor other financial terms of his departure.

• Plus, his situation is particularly thorny because Thinking Machines' lead investor is Andreessen Horowitz — the firm led by Meta board director Marc Andreessen.

Behind the scenes: Adding more teeth to term sheets may run afoul of venture capital's "founder friendly" culture, but we're beginning to see some of it in other areas.

• For example, sources say that Menlo Ventures is telling founders during initial funding discussions that it will participate in secondaries when its position is 10x cost basis and the founder is selling.
• This is really just an affirmation of existing co-sale rights, but it's notable that Menlo is making its intentions explicit.

The bottom line: Alignment of interests is a cornerstone to startup investing. Right now, it's looking a bit skewed.

Goldman Sachs will pay upwards of $965 million to acquire Industry Ventures, a 25-year-old firm that focuses on direct VC, indirect VC, and VC secondaries.

Why it's the BFD: Wall Street keeps digging deeper into alternatives, particularly as successful startups shun the public markets.

Catch up quick: Goldman six years ago acquired around a 20% minority stake in Industry Ventures via its GP stakes platform, Petershill Partners. It also is an LP in some Industry Ventures funds.

By the numbers: Goldman is paying $665 million upfront, inclusive of the Petershill position, plus up to $300 million in earnouts.

• San Francisco-based Industry Ventures manages more than $7 billion in assets, and has made over 1,000 investments since inception.

The bottom line: "We do a little bit in [VC] secondaries, but much less than them in that and also in the [fund] seeding business." — Marc Nachmann, Goldman's global head of asset and wealth management, to Axios

🚑 Oura, a Finnish smart-ring maker, raised over $900m in Series E funding at an $11b post-money valuation. Fidelity led, joined by Elysian Park Ventures, Iconiq, Whale Rock, Atreides, and Dexcom. axios.link/42AWJNR

🚑 Kailera Therapeutics, a Waltham, Mass.-based developer of obesity drugs, raised $600m in Series B funding. Bain Capital led, joined by Adage Capital Management, CPP Investments, Invus, Janus Henderson, Perseverance Capital, QIA, Royalty Pharma, Surveyor Capital, T. Rowe Price and insiders Atlas Venture, Bain Capital Life Sciences, RTW Investments, and Sirona Capital. axios.link/491AuV6

🚑 Lila Sciences, a developer of autonomous scientific labs, raised $115m from IQT, Analog Devices, Catalio Capital Management, Dauntless Ventures, and Pennant Investors. Flashback.

• Dexory, a London-based warehouse robotics startup, raised $100m in Series C equity funding. Eurazeo led, joined by LTS Growth, Endeavor Catalyst and insiders DTCP, Atomico, Lakestar, Elaia, Latitude Ventures, and Wave-X. It also secured $65m in debt financing from Bootstrap Europe. dexory.com

• Caracol, an Italian developer of large-format robotics, raised $40m in Series B funding from Omnes Capital, Move Capital, CDP VC and insiders Primo Capital, Eureka Venture, and Neva. axios.link/471jjAA

🚑 OneImaging, a Miami-based radiology platform, raised $38m, per Axios Pro. Vy Capital led, joined by Aquiline, Sempervirens VC, XRC Ventures, Dylan Field, Balaji Srinivasan, and Jon Oringer. axios.link/4745VeX

• Arbio, a German property management system for holiday rentals, raised $36m in Series A funding. Eurazeo led, joined by OpenOcean and Atlantic Labs. arbio-group.com

• Resistant AI, a Prague-based developer of AI models for financial crime and fraud prevention, raised $25m in Series B funding. DTCP led, joined by Experian, GV, and Notion Capital. axios.link/4mYMFp7

• Flow Engineering, a collaboration platform for hardware engineering teams, raised $23m in Series A funding. Sequoia Capital led, joined by Odyssey Ventures, David Helgason, and John and Patrick Collison. axios.link/4q71AjS

• Datacurve, a bounty-based datasets company, raised $15m in Series A funding led by Chemistry. axios.link/4h5SHTr

• Clove, a London-based wealth management startup, raised $14m in pre-seed funding. Accel led, joined by Kindred Capital and Air Street Capital. axios.link/4nVwbQ6

• Knapsack, a Portland, Ore.-based provider of digital product creation software, raised $10m in Series A funding. Builders VC led, joined by Crosslink Capital, Epic Ventures, Mana Venture, and Lorimer Ventures. axios.link/3KMDlay

• Airbound, an Indian delivery drone startup, raised $8.65m in seed funding. Lachy Groom led, joined by Humba Ventures and Lightspeed Venture Partners. axios.link/4nPPryp

• Isentroniq, a French quantum hardware startup, raised €7.5m. Heartcore led, joined by OVNI Capital, Kima Ventures, iXcore, Better Angle, Epsilon VC, Bpifrance and the French National Research Agency. axios.link/4haHKAi

• Patchworks, an Atlanta-based retail integration platform, raised $7m led by Gresham House Ventures. wearepatchworks.com

• Unikraft, an SF-based cloud platform, raised $6m in seed funding. Heavybit led, joined by Vercel Ventures, Mango Capital, Firestreak, Fly VC, and First Momentum Ventures. axios.link/4q9TKpK

• Afori, a Barcelona-based back-office platform for insurance brokers, raised €4m in pre-seed funding. General Catalyst led, joined by Yellow and Booom. axios.link/4n1V3UI

⚡ Gevi, an Italian developer of micro-wind turbines, raised €2.7m in seed funding led by 360 Capital and CDP Venture Capital. axios.link/48YFLgb

• Pimly, a Salesforce product cloud platform, raised $2.25m led by High Alpha. pimly.co

🚑 Radicait, a Boston-based developer of synthetic PET images from CT scans, raised $1.7m in preseed funding from Frontline Ventures, Gurtin Ventures, and Techstars. radicait.com

🎲 Allwyn, a European lottery giant backed by Apollo, agreed to merge with Greece's OPAP in an all-stock deal that values the combined company at €16b. axios.link/42DCRtu

• Asbury Carbons, a Mill Rock Capital portfolio company, agreed to acquire German graphite miner Graphit Kropfmühl from AMG. axios.link/3WB1AuV

• Baker Tilly Germany is weighing a private equity investment. axios.link/3WCweEa

• Blackstone is weighing a takeover offer U.K. self-storage company Big Yellow Group (LSE: BYG). axios.link/3J36D4f

• Brookfield agreed to buy the remaining 26% stake in Oaktree Capital Management for about $3b. axios.link/48oRYL1

• Carolwood agreed to buy the Indian motorcycle brand from Polaris (NYSE: PII). axios.link/3L6UEDc

• Carlyle and QIA agreed to buy a 60% stake in the coatings unit of Germany's BASF for €5.8b. axios.link/48YkVO2

• CCMP Growth acquired a majority stake in A1 Cash & Carry, a Canadian foodservice wholesaler, from Pakistan's National Foods. axios.link/4qaaAEW

• H.I.G. Capital formed an Italian self-storage platform called Boxengo, after making five related acquisitions. axios.link/4n5LMLI

• I Squared Capital agreed to buy Pittsburgh-based Liberty Tire Recycling from Energy Capital Partners for a reported $1.5b. axios.link/477xGmO

• I Squared also is prepping a bid for the core advertising unit of German media group Ströer SE & Co., which could be valued at €3.5b, per Bloomberg.

• Warburg Pincus agreed to buy PSI Software, a listed German productivity software firm, for more than €700m. axios.link/4nLSo2F

• Warburg also is in talks to buy more than a 30% stake in French diagnostics provider Sebia at around a €5.4b enterprise value from La Caisse and CVC Capital Partners, per the FT.

⚽ Wonder Franchises, owned by Tucker's Farm, acquired mall-sided soccer brand Soccer 5 Franchise. axios.link/4oc98jo

No companies expect to price IPOs on U.S. exchanges this week.

⚡ Alussa Energy Acquisition II, an energy and power infrastructure SPAC, filed for a $250m IPO. axios.link/4mW5OYJ

• Navan (fka TripActions), a Palo Alto, Calif.-based corporate travel and expense management platform, set IPO terms to 36.9m shares at $24-$26. It would have a $6.9b fully diluted value, were it to price in the middle, and plans to list on the Nasdaq (NAVN). Navan has raised over $2b, including in 2022 at a $9.2b valuation, from firms like Lightspeed, a16z, Zeev Ventures, Coatue, 01 Advisors, and Group 11. axios.link/3IUiVMj

⚡ Baytex Energy (TSX: BTE) could fetch up to $3b via a sale of its Eagle Ford shale operations, per Bloomberg. axios.link/3W4atgo

⚽ Catapult Sports (ASX: CAT) agreed to buy Impect, a German provider of soccer player-scouting software, for up to US$91m. axios.link/47nurcm

• Caterpillar (NYSE: CAT) agreed to buy RPMGlobal (ASX: RUL), an Australian mining software provider, for A$1.12b. axios.link/3WFAnak

• Grindr (NYSE: GRND), a dating app with a $2.5b market cap, is exploring a sale, per Semafor. axios.link/4hfavvO

🚑 Johnson & Johnson (NYSE: JNJ) said it plans to separate its orthopedics business. axios.link/46QZ4Xx

• Rayonier (NYSE: RYN) agreed to merge with PotlatchDeltic (Nasdaq: PCH) in an all-stock deal that creates a forestry firm valued at $8.2b (including debt). axios.link/4n7xH0j

• Hobe Mountain Capital is spinning out of Declaration Capital, the family office of David Rubenstein, to focus on lower midmarket secondaries. It will be led by Alexa Rachlin, Rubenstein's eldest daughter, and Todd Buys (ex-Cambridge Associates). axios.link/4h8OPRL

• Integrum Holdings raised $2.5b for its second fund focused on financial and business services companies. axios.link/3W7BLT4

• Maximum Frequency Ventures raised $50m for a debut fund that will focus on Web3 infrastructure, consumer crypto, and AI-native networks. It's led by Aptos co-founder Mo Shaikh and three other early Aptos employees. axios.link/4n6KBvr

• Plexus Capital of Raleigh, N.C., raised $977m for its seventh flagship PE fund focused on lowermidmarket businesses, and $345m for its second control buyout fund. plexuscap.com

• Edward Joudrey (ex-J. Safra Sarasin, BofA) joined Citi as co-head and director of U.K. and Europe sellside M&A, per Bloomberg. Matt Merriman (Deutsche Bank) joined as a director in the same group. axios.link/47njzv1

• Trent Ketterer joined Angeles Equity Partners as a VP. He previously was with Sun Capital Partners. axios.link/4nT4jvU

🚑 Vivek Murthy, former U.S. surgeon general, joined Wisdom Ventures as a senior venture partner. axios.link/4nL0Sal

• Craig White joined Manulife Investment Management as head of private market sales. He previously was with EQT. axios.link/42E8FOU

Bank mergers are red-hot in 2025, with LSEG reporting that deal dollar volume up 77% from this time last year.

• That includes last week's $10.9 billion all-stock deal between Fifth-Third Bancorp and Comerica.