Dealmaker's Digest: A Top 10 Bulletin - May 2026

Deal Value Trends

Aggregate global monthly deal value¹ in April declined 22% from March to about $430 billion², with 10 mega-deals of $10 billion+ announced during the month. Year-over-year, deal value was up 21%. 

Strategic buyer deal value drove April’s month-over-month pullback, falling 27% (~ $80 billion) month-over-month to approximately $220 billion. Year-over-year, strategic value was up 17% in April.

Financial, or sponsor, buyer deal value declined 17% from March, but remained consistent with the 13-month average. Sponsor buyer deal value was up 25% year-over-year.

Deal Count Trends

Global deal count fell 26% in April from March to about 2,800 transactions, the lowest monthly count in over a year. Year-over-year, deal count declined 35%.

Strategic buyer deal count in April was down 28% from March to just over 1,500 transactions. Year-over-year, strategic buyer deal count declined 41%.

Sponsor deal count in April was down 24% from March to about 1,250 transactions. Year-over-year, sponsor deal count dropped 25%.

By Deal Count

• The software³ industry remained at the top for U.S. M&A activity by deal count in April, continuing its multi-year streak as the leading industry by volume, driven by investments in AI targets.
• Services industries (financial and non-financial) remained active, rounding out the most active sectors in April by deal count.

 

By Deal Value

• The software industry also topped the charts for U.S. M&A activity by deal value in April, driven by the $10 billion investment in AI company Project Prometheus highlighted below.
• The biotechnology and construction industries took second and third place, respectively. Biotechnology had seven billion-dollar+ deals; construction was carried by QXO’s pending $17 billion acquisition of TopBuild Corporation.

Monthly Blockbuster Deals

Largest U.S. Controlling Acquisition

QXO has agreed to acquire TopBuild in a cash and stock transaction valued at approximately $17 billion.

Largest U.S. Minority Investment

Project Prometheus⁵ raised $10 billion from a group of investors led by JPMorganChase and BlackRock.

Inbound U.S. M&A Activity

By deal value, inbound U.S. activity increased 17% from March to April to $37 billion. Nearly one-third of the month’s inbound deal value came from India-based Sun Pharmaceutical Industries’s $12 billion acquisition of Organon & Co. Year-over-year, inbound deal value declined 25%.

By deal count, acquisitions of U.S. targets by ex-U.S. buyers in April fell 19% from March. Year-over-year, inbound deal count declined 18%.

• Canada-based acquirers undertook the largest number of inbound transactions in February with 27, followed by the UK and Japan. Australia and France were also popular partners.

Outbound U.S. M&A Activity

By deal value, acquisitions of ex-U.S. targets by U.S. buyers in April declined 38% from March’s four-year high. The three largest outbound deals (two Irish targets and one German) accounted for nearly half of monthly value. Year-over-year, outbound deal value was up 64%.

Outbound deal count decreased 33% from March to April to the lowest count in over four years. Outbound deal count was down 34% year-over-year.

• In February, U.S. acquirers looked predominantly to targets in the UK (45 deals), followed by Canada and Germany. France, Ireland, Israel, and Switzerland were also popular partners.

REGULATORY UPDATE: SEC Clears Path for Quicker Execution of Certain Tender Offers

• On April 16, 2026, the SEC issued an exemptive order that cuts in half the minimum tender offer period (from 20 to 10 business days) for qualifying equity tender offers.
• The order covers third-party tender offers in negotiated (friendly) M&A transactions, as well as issuer partial self-tenders and tender offers for equity securities of non-reporting companies by the issuer or its wholly owned subsidiary.
• The new exemption applies only to all-cash transactions. Hostile bids, going-private transactions and contested situations (competing tender offers) are ineligible for relief.
• Mandated offer extension periods for certain material changes to qualifying tender offers have been reduced to two business days (from five).
• The SEC’s Division of Corporation Finance cited three objectives for the added flexibility:
  • Addressing market inefficiencies created by the legacy 20-business-day minimum (in place since 1979);
  • Reflection of technological advancements that enable faster dissemination of, and access to, offer materials; and
  • Reducing offerors’ and stockholders’ exposure to unnecessary market fluctuations during extended offer periods.
• Read more about the order here.

 

Implications for Public M&A

The order clears a path for negotiating parties to further compress cash deal timelines by utilizing two-step (tender offer) structures, which are often already preferable for their relative timing advantage over one-step mergers.

Shorter minimum tender periods could significantly widen this timing advantage and will impact deal structuring and other process decisions going forward.

Deal Structuring & Preparedness

• Deal preparedness strategies, including early coordination of tender offer and HSR filings, will become iincreasingly advantageous for the calendar conscious.
• Target boards and their advisors should take into account shortened post-signing periods (during which superior offers could emerge) when negotiating fiduciary-out provisions or considering pre-signing market checks, as potential plaintiffs are likely to scrutinize compressed timelines for wholeco acquisitions.

Regulatory Interplay

• The HSR waiting period for cash tender offers (15 calendar days) is now substantially aligned with the abbreviated 10-business-day offering period for qualifying cash tender offers. Absent second requests or other regulatory hangups, well-prepared parties could shrink the two-step deal timeline for public company acquisitions significantly.

Statutory Considerations

• With less time to solicit tenders, the risk of falling short of statutory thresholds to close back-end mergers without a stockholder vote is heightened – placing greater importance on well-drafted top-up options and subsequent offering periods as a backstop.
• The exemptive order does not affect state law appraisal rights; acquirors and their advisors should ensure that compressed front-end tender offer timelines do not create procedural issues downstream.

For more information, please contact your usual Ropes & Gray attorney or reach out to a member of our M&A team below.