Google's acquisition of Wiz

The deal in one paragraph

Google agreed to buy Wiz, a cloud security company founded in 2020, for $32 billion in cash on March 18, 2025, the largest acquisition Alphabet has ever signed. The two companies had been here before: Google offered roughly $23 billion for Wiz in the summer of 2024, and Wiz turned it down to chase an IPO instead. Less than a year later, Wiz came back at a price about $9 billion higher.

From there the deal spent close to a year in antitrust review, first at the US Department of Justice, then before the European Commission and a handful of smaller regulators, before closing on March 11, 2026.

Strip away the size of the numbers and this is a clean, teachable story about two negotiations stacked on top of each other: one between a buyer and a target that changed its mind, and one between a buyer and regulators who needed convincing that a company this dominant in search, advertising, and cloud should be allowed to buy the fastest growing name in cloud security.

Why Google wanted Wiz

Google Cloud is a distant third in cloud infrastructure, well behind Amazon Web Services and Microsoft Azure, and has spent years trying to close that gap on product depth rather than price. Wiz sells a cloud security platform that scans a company's entire cloud footprint for misconfigurations, vulnerabilities, and exposed data, across every major provider, not just one.

It became the fastest software company on record to reach $100 million in annual recurring revenue, and by 2025 Wiz counted roughly half of the Fortune 100 as customers.

That customer list is the point. Security is one of the few products enterprises will buy from a vendor other than their primary cloud provider, because a tool that only watches one cloud has a blind spot. Wiz built its business on being cloud agnostic, and Google's acquisition preserved that: Wiz still runs on Amazon Web Services, Microsoft Azure, and Oracle Cloud, not just Google Cloud.

Most strategic buyers fold a target into their own stack and let the multi-platform business wither; Google is instead betting that keeping Wiz open on rival clouds is more valuable than forcing exclusivity, because it puts Google's brand in front of enterprises that primarily run on someone else's infrastructure and sells more of everything else Google Cloud offers, without first winning the primary cloud contract.

Structure and terms

The mechanics were simple for a deal this size: an all-cash acquisition funded off Alphabet's balance sheet, no stock consideration, no earnout tied to future performance. Because Wiz was privately held, there was no tender offer and no per-share price to disclose; Wiz's shareholders, mostly its founders, employees, and venture investors, were cashed out for their stakes in aggregate.

The term that matters most for interview purposes is the reverse termination fee.

Google agreed to pay Wiz roughly $3.2 billion, about ten percent of the deal's value, if the transaction failed to close because of a regulatory block, among the largest breakup fees ever attached to a technology deal. A reverse termination fee compensates the seller for taking itself off the market and bearing the disruption of a long regulatory review, only to have the deal collapse for reasons entirely outside its control.

The bigger and more litigation-prone the antitrust risk, the more a rational seller demands to bear it. Wiz had already watched a prior deal talk collapse partly over regulatory nerves, so pricing that risk explicitly into the new agreement was the seller's way of making the buyer put real money behind its confidence.

Why Wiz said no in 2024 and yes in 2025

In July 2024, Wiz walked away from roughly $23 billion, with its cofounder telling employees that turning down "such humbling offers is tough" but that the company believed it could build something larger on its own. Reporting at the time pointed to two real reasons, not just founder ambition.

Wiz had just closed a funding round at a $12 billion private valuation two months earlier, so $23 billion already looked like a rich multiple, and the team believed an IPO could eventually value it well above that.

Just as important, Wiz's leadership had genuine antitrust concerns: a deal that size, from a company that already dominates search and digital advertising and was building out a cloud business, was a plausible target for the regulatory scrutiny Big Tech deals had been drawing.

Walking away from an acquisition you are not confident will close is often correct, even at a large premium, because a blocked or endlessly delayed deal costs the target a year or more of strategic drift for nothing.

What changed by March 2025 was price and structure, not the underlying antitrust risk, which if anything had grown given the size of the new number. Google came back nine billion dollars higher, valuing Wiz at roughly two and a half times its most recent private mark, a premium few boards could turn down twice.

And this time the agreement absorbed the risk Wiz had worried about the first time: the roughly $3.2 billion reverse fee meant that even if regulators ultimately blocked the deal, Wiz would not walk away empty handed after a year of disruption.

A materially higher price plus a contractual backstop against regulatory failure is what closed the gap between a company confident enough to say no once and one willing to say yes the second time.

How it played out

The deal was announced March 18, 2025, and both sides braced for a long review. The Department of Justice opened an in-depth investigation into whether combining Google's cloud ambitions with Wiz's cross-cloud security reach would harm competition in cybersecurity, a process that stretched through most of 2025 before the DOJ cleared the deal in early November.

The European Commission cleared it unconditionally on February 10, 2026, and regulators in Australia, Israel, Saudi Arabia, South Africa, and Turkiye signed off too, none requiring divestitures. Roughly twelve months after signing, the deal closed on March 11, 2026, and Wiz joined Google Cloud while keeping its own brand and its commitment to rival cloud platforms.

If it comes up in your interview

Here is a spoken answer you could give in under ninety seconds: "Google agreed to buy Wiz, a cloud security company, for $32 billion in cash in March 2025, the largest acquisition in Alphabet's history.

The two companies had actually talked before: Google offered around $23 billion in mid-2024, and Wiz turned it down, partly because it thought it could go public at a higher value, and partly because of real antitrust concerns about a deal that size from a company Google's size.

When they came back in 2025, Google raised the price by about $9 billion and agreed to pay Wiz a reverse termination fee of roughly $3.2 billion if regulators ended up blocking the deal. That fee let Wiz take the antitrust risk off the table financially even if it couldn't take it off the table legally.

The deal then spent about a year clearing the Department of Justice, the European Commission, and several other regulators, all without conditions, and closed in March 2026."

Likely follow-ups:

Why would Wiz accept a much higher price if the antitrust risk hadn't gone down? The reverse termination fee changed who bears the cost of that risk. In 2024, a blocked deal would have cost Wiz a year of distraction for nothing. In 2025, the same outcome came with a $3.2 billion payment attached, so Wiz was compensated either way: sold at a premium, or paid for the disruption of trying.

Why did Google agree to such a large reverse termination fee? Google needed Wiz's board to say yes to a deal everyone understood might draw serious regulatory attention, and a token fee would not have addressed the risk Wiz had flagged the first time. Roughly ten percent of deal value signals genuine confidence the deal will close and gives the seller a credible backstop if it doesn't.

Why did regulators ultimately clear the deal without conditions? Wiz's platform works across every major cloud provider, and Google kept it that way after closing rather than making Wiz exclusive, undercutting the strongest argument that the deal would foreclose competition in cybersecurity.

Google Cloud also remains a distant third in cloud infrastructure behind Amazon Web Services and Microsoft Azure, which made the theory that this deal entrenches a dominant cloud platform harder to sustain.

Is this deal actually closed? Yes. It closed March 11, 2026, after clearing the DOJ, the European Commission, and several other regulators, all without divestitures. Wiz is now part of Google Cloud, operating under its own brand and still supporting rival cloud platforms.

What this deal teaches

The headline concept is the reverse termination fee, and how its size communicates information. A small breakup fee tells you the buyer sees little regulatory risk. A fee running around ten percent of deal value, as this one did, tells you both sides assumed real antitrust exposure and priced it explicitly rather than hoping for the best.

When an interviewer asks you to evaluate a termination fee, the framework is the same: size it to the actual probability and cost of a regulatory block, and remember that a fee too small to matter isn't really compensation at all.

The second concept is what it means to acquire a large private company rather than a public one. There is no tender offer, no per-share price, no proxy vote, and no market price to anchor a fairness opinion against; the negotiation happens directly between the buyer and a board and cap table you can't observe from outside.

That is also why Wiz's 2024 decision is worth studying: a private company with real leverage, in this case a hot growth story with IPO optionality, can say no to a premium that a public board under shareholder pressure might feel compelled to accept. The third concept, threaded through the deal, is what antitrust exposure looks like for a Big Tech acquirer buying outside its core business.

Google didn't need a divestiture here because it wasn't buying a competitor to an existing Google product, it was buying a company that made rival clouds' customers more comfortable, and drawing that distinction is exactly the judgment interviewers are testing for when they ask you to evaluate whether a deal will clear regulators.