Wall Street is ending 2025 the way it likes to start a new year: with phones buzzing, lawyers on standby, and bankers quietly admitting that “holiday break” has become more of an aspiration than a schedule.
In the final stretch of December alone, $463.6 billion in mergers and acquisitions were announced, according to Dealogic data cited by Reuters—helping turn the year-end lull into one of the busiest dealmaking periods in recent memory. [1]
Behind the surge is a mix of boardroom confidence, buoyant valuations, and an increasingly permissive view of deal risk. But one factor is dominating both headlines and deal models: a shifting U.S. regulatory tone on antitrust under President Donald Trump’s second term, which dealmakers say is changing the calculus for mega-combinations. [2]
The result is a year that’s now being framed as a near-record rebound for global M&A—punctuated by a high-stakes, deadline-driven bidding war for Warner Bros. Discovery that has advisers working through Christmas and into January. [3]
2025’s M&A totals are near-record—and the “megadeal” era is back
Year-end tallies differ by data provider, but the story is consistent: global M&A has roared back.
- The Financial Times reported that global dealmaking hit $4.5 trillion in 2025, the second-best year on record, driven by a record wave of megadeals. [4]
- Dealogic put 2025 global M&A at $4.81 trillion, also second-highest after 2021, powered by a record 70 deals above $10 billion. [5]
- Bain & Company projected $4.8 trillion for 2025, arguing the rebound is being led by big-ticket transactions rather than a massive jump in deal count. [6]
That “megadeal dominance” matters. Reuters noted that even as total value surged, the number of deals fell, a sign that CEOs and boards are prioritizing fewer, larger swings—often justified by the need for scale, technology investment, and strategic repositioning. [7]
As JPMorgan’s global head of advisory and M&A Anu Aiyengar put it: “M&A today is all about the mega deals, the race for scale.” [8]
Why dealmaking accelerated: scale, valuations, and a window of opportunity
Dealmakers interviewed by Reuters describe a market that is simultaneously broad-based and intensely competitive:
- Morgan Stanley’s John Collins said activity is “really broad-based,” spanning most sectors. [9]
- Lazard’s global head of M&A Mark McMaster described buyers paying up—but with a key caveat: when your own stock trades at a premium, it becomes easier to justify higher multiples. [10]
- Citi’s Drago Rajkovic said late 2025 deal value in the Americas was already tracking as a record quarter and predicted even larger deals could be queued for 2026. [11]
Bain’s view echoes that thesis: deal value surged far more than deal count, suggesting a “big bets” environment rather than a frothy, anything-goes deal cycle. [12]
And while 2025 wasn’t free of shocks—Reuters points to mid-year disruption tied to trade tensions—by Q4 the engine was humming again. [13]
Antitrust is the new deal accelerant—and the political debate is heating up
A central theme in both mainstream coverage and progressive critiques is that companies perceive a friendlier U.S. antitrust posture, making boards more willing to pursue transactions they might previously have avoided.
Common Dreams, summarizing the Financial Times’ reporting, argued that the U.S. administration’s posture has helped “green-light” consolidation—while spotlighting concerns from watchdogs that enforcement may be softening. [14]
One of the more striking signals cited by critics is the return of “early terminations”—a mechanism that can speed deals through the U.S. premerger review process.
Here’s what that means in plain English:
- Under the Hart–Scott–Rodino (HSR) Act, certain large deals require filings and a waiting period before closing. [15]
- Parties can request early termination of that waiting period. The FTC explains early termination is granted only after both the FTC and DOJ have completed review and decided not to take enforcement action during the waiting period. [16]
The American Economic Liberties Project, cited by Common Dreams, claims Trump’s antitrust enforcers have shown a greater willingness to facilitate dealmaking “through an uptick in early terminations and settlements.” [17]
Deal lawyers and bankers, meanwhile, frame the environment less as a free pass and more as a shift in tone—where engagement feels more predictable.
Common Dreams highlighted comments attributed to Andrew Nussbaum of Wachtell, Lipton, Rosen & Katz, who told the FT that corporate leaders see regulators engaging in “constructive dialogue,” which increases their willingness to take on regulatory risk for strategic transactions. [18]
Reuters captured the same dynamic from the sell-side perspective. Sullivan & Cromwell partner Frank Aquila said that because the administration is more open to significant combinations, boards are recognizing an opportunity for transformative transactions. [19]
However you interpret it—policy shift, enforcement priorities, or “vibes” that influence the probability-weighted deal model—perceived antitrust risk is now a core lever in the 2025 M&A boom.
The year’s defining deal drama: the Warner Bros. Discovery bidding war
Nothing captures the “megadeals + regulatory recalibration” moment better than the escalating battle for Warner Bros. Discovery (WBD)—a saga now intense enough that advisers are publicly acknowledging the holiday workload.
Reuters described the WBD contest as a major factor keeping bankers, PR teams, and legal advisers glued to phones and laptops through Christmas. [20]
What’s on the table
In late December:
- Paramount Skydance revised its $108.4 billion hostile bid for WBD, Reuters reported, extending a deadline to January 21. [21]
- RedBird Capital founder Gerry Cardinale said the team would keep working through the holidays to communicate the merits of the offer. [22]
- WBD’s board has indicated a preference for Netflix’s competing proposal, according to Reuters’ reporting on investor reactions and board guidance. [23]
The financing and “certainty” question
In M&A—especially in contested situations—price is only one axis. The other is certainty of close, and that’s where the WBD battle is getting unusually explicit.
Reuters reported that Paramount bolstered financing with a $40.4 billion personal guarantee from Oracle co-founder Larry Ellison, raised the regulatory failure fee to $5.8 billion, but did not increase the $30-per-share bid. [24]
Even so, a prominent shareholder wasn’t persuaded.
Alex Fitch, portfolio manager and director of U.S. research at Harris Oakmark, said Paramount’s changes were “necessary” but “not sufficient,” and suggested Paramount would need to provide “a greater incentive” to win. [25]
WBD’s board position, as described by Reuters, rests on financing structure and risk: even though Netflix’s cash component is lower, the board said Netflix’s bid was superior because the financing was more secure and it included a stock component—plus potential value from WBD’s planned spinoff. [26]
And investors are paying attention to the strategic value of the asset itself. Yussef Gheriani, CIO of IHT Wealth Management, called WBD’s properties “top shelf media assets,” underscoring why multiple bidders are willing to keep pushing. [27]
Why this matters beyond Hollywood: If WBD ends up inside a larger platform, it will reshape negotiating power in streaming, sports, and premium content—while setting a precedent for how aggressively the market believes regulators will treat the next wave of media consolidation.
The megadeal wave isn’t just media: railroads, AI, and “transformative scale”
While the WBD fight is the headline magnet, 2025’s M&A boom is broader—and in some categories, more politically sensitive.
Union Pacific–Norfolk Southern: an $85 billion test for U.S. rail consolidation
The proposed Union Pacific acquisition of Norfolk Southern—valued at $85 billion—is moving through formal review and drawing labor opposition, according to Reuters. [28]
The merger is being reviewed by the U.S. Surface Transportation Board (STB), which lays out a structured process: major rail mergers require a prefiling notification months before the application, and the STB evaluates whether a deal serves the public interest—including competitive and service impacts. [29]
The UP–NS docket page shows the process is already generating public timelines and deadlines—an illustration of how megadeals increasingly play out in public view, not just in boardrooms. [30]
Reuters reported that the Brotherhood of Railroad Signalmen opposed the deal, with President Mike Baldwin warning it could compromise safety and harm the workforce—while other unions, including the Teamsters, have also raised concerns. [31]
Tech and AI: scale isn’t optional anymore
Reuters also pointed to AI as a driver of some of the largest strategic moves—arguing that across industries, companies increasingly believe they need the scale to invest in AI-driven change. [32]
Morgan Stanley’s John Collins told Reuters that even outside tech, many industries believe AI will change how business gets done—and scale is valuable to fund the investment. [33]
Bain’s research similarly emphasized technology-led deal value growth, framing AI-related M&A as a key force behind the year’s resurgence. [34]
“Magic moments don’t last forever”: why bankers expect 2026 to stay hot
If 2025 was the rebound, 2026 could be the continuation—at least according to the people who make their living predicting (and shaping) deal flow.
Reuters’ year-end reporting paints a market where:
- The pipeline for early 2026 is “very strong,” according to Sullivan & Cromwell’s Frank Aquila. [35]
- Citi’s Guillermo Baygual said the team is “extremely busy,” with activity in both corporate and sponsor-led deals. [36]
- Latham & Watkins partner Charles Ruck described the emotional truth of deal season—calling it “the hunt and the finish”—while warning colleagues not to go completely offline. [37]
The most important forward-looking signal may be that senior advisers are publicly talking about $50–$100 billion transactions already “in the system.” [38]
That doesn’t mean 2026 will be smooth. Large deals still face:
- financing shocks,
- political pushback,
- litigation risk,
- and sector-specific regulators (like the STB for rail).
But after a year in which multiple data providers converged on a near-record M&A total, dealmakers are behaving as if the window is open—and they want to move before it narrows. [39]
The bottom line
In 2025, global M&A returned to blockbuster territory—$4.5 trillion by LSEG data cited by the Financial Times, and about $4.8 trillion by Dealogic’s year-end count. [40]
But the headline number is only half the story.
The real signal is how the year was built: a growing pile of megadeals, an increasingly prominent role for perceived U.S. regulatory openness, and marquee contests like the Warner Bros. Discovery bidding war that show just how far CEOs and investors are willing to go for premium assets. [41]
What to watch next: January’s decision points on WBD bids, the early stages of STB scrutiny on the UP–Norfolk Southern proposal, and whether 2026 becomes a sustained multi-year “run” for M&A—or the point when regulators and politics reassert themselves. [42]
References
1. www.reuters.com, 2. www.reuters.com, 3. www.reuters.com, 4. www.ft.com, 5. dealogic.com, 6. www.bain.com, 7. www.reuters.com, 8. www.reuters.com, 9. www.reuters.com, 10. www.reuters.com, 11. www.reuters.com, 12. www.bain.com, 13. www.reuters.com, 14. www.commondreams.org, 15. www.ftc.gov, 16. www.ftc.gov, 17. www.commondreams.org, 18. www.commondreams.org, 19. www.reuters.com, 20. www.reuters.com, 21. www.reuters.com, 22. www.reuters.com, 23. www.reuters.com, 24. www.reuters.com, 25. www.reuters.com, 26. www.reuters.com, 27. www.reuters.com, 28. www.reuters.com, 29. www.stb.gov, 30. www.stb.gov, 31. www.reuters.com, 32. www.reuters.com, 33. www.reuters.com, 34. www.bain.com, 35. www.reuters.com, 36. www.reuters.com, 37. www.reuters.com, 38. www.reuters.com, 39. www.reuters.com, 40. www.ft.com, 41. www.reuters.com, 42. www.stb.gov
