Alphabet (NASDAQ:GOOG) is making its biggest bet yet, agreeing to acquire cybersecurity start-up Wiz for $32 billion. But the deal comes with a major catch: a $3.2 billion reverse termination feeone of the largest everhighlighting the regulatory hurdles ahead. Alphabet (NASDAQ:ADBE) previously attempted to buy Wiz, but the deal fell apart last year over antitrust concerns. This time, Wiz secured better terms, allowing it to operate independently even if the acquisition faces delays.

The unusually high break-up fee underscores how Big Tech is bracing for regulatory pushback. Alphabet appears to be taking lessons from Adobe's failed $20 billion Figma acquisition, which collapsed under similar scrutiny. Wiz's backers, including Sequoia Capital and Andreessen Horowitz, know the risks all too wellmany of them were also investors in Figma and pushed for stronger protections in this deal.

For investors, the message is clear: tech M&A is becoming more expensive and riskier to execute. If regulators step in again, Alphabet could be on the hook for billions, making this a high-stakes gamble. But Wiz, with its ability to keep scaling during the regulatory review, may come out ahead no matter what. This deal could set a new precedent for how Big Tech navigates acquisitions in an era of heightened antitrust scrutiny.