StratonomicsThe Decision LedgerQ3 2026
The Decision Ledger Reads 80: Big US Companies Are Moving at 80% of Their Pre-2020 Pace
Completed deals and restructurings per company, against the same quarter in 2016–2019. The Ledger fell to 80 in Q3 2026 from 98, its busiest reading since the second quarter of 2020. Deals did most of the falling in the slump of 2022 to 2024, and most of the coming back.
Executive summary
What happened
- The Ledger reads 80. Large US public companies completed deals and restructurings at 80% of their pre-2020 pace in Q3 2026: 108 disclosures, against an average of 138 for the same quarter in 2016–2019.
- The best quarter since the second quarter of 2020 did not last. The Ledger read 98 in Q2 2026, its highest since the second quarter of 2020. One quarter later it is back about where it stood a year ago, at 83.
- Deals carried the slump and the recovery. In 2023 and 2024, completed deals ran at 55% of their pre-2020 pace while the federal funds rate averaged 5.08%. With the rate at 3.67%, deals stand at 78.
- Restructuring moved on its own clock. In the first quarter of 2023, large companies filed restructurings at 1.8 times their pre-2020 pace while layoffs across the whole economy sat at 96 on the same scale. Today restructurings read 91.
- Finance moved; industry waited. Finance, insurance and real estate disclosed 20 moves in Q3 2026, above its pre-2020 average of 17. Manufacturing disclosed 42 against 55, services 14 against 24.
What it means
- Acquirers: the window that closed in 2022 has reopened, not fully. A deal priced at 3.67% money has to beat a hurdle that was 1.35% before 2020. Write that hurdle down before the banker's model does it for you.
- Boards weighing a restructuring: the Q1 2023 wave was not the economy forcing anyone's hand. Ask whether your plan answers your business, or the calendar of your peers.
- Everyone watching competitors: the Ledger is the herd's pace, not a strategy. Use the appendix to see who in your sector moved this quarter, then decide whether that changes anything for you.
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1 · The reading
The Ledger reads 80
Every time a large US public company completes an acquisition or a sale of a business, it has four business days to tell the SEC, in an 8-K filing under Item 2.01. Every time it commits to a restructuring that costs real money, it files under Item 2.05. Those two filings are the closest thing to a public record of big moves, filed while they happen rather than explained a year later.
Completed deals and restructurings per company, same quarter in 2016–2019 = 100, 2016 to 2026
The Decision Ledger counts them across the 2,175 large companies in our SEC universe, per company, and compares each quarter with the same quarter in 2016–2019. That pace is 100. In Q3 2026 the Ledger read 80: 108 big moves against a pre-2020 average of 138.
For three years, from 2022 to 2024, the Ledger never got close to 100. It averaged 68 and hit 58 in Q3 2024. Then it climbed, quarter after quarter, to 98 in Q2 2026, the busiest reading since the second quarter of 2020. This quarter gave most of that back.
2 · Deals
Deals did the falling, and most of the coming back
Split the Ledger in two and the slump has an owner. Through 2023 and 2024, completed deals ran at 55% of their pre-2020 pace, and as low as 43 in one quarter. Restructurings, over the same two years, ran above theirs.
Completed deals and restructurings per company, each against the same quarter in 2016–2019 = 100
The recovery belongs to deals too. In Q3 2026 large companies closed 83 deals, against an average of 110 for the third quarter before 2020. That puts deals at 78, down from 94 last quarter and above every quarter of 2023 and 2024.
3 · The cost of money
The slump lined up with the dearest money since the Ledger began
Before 2020, the federal funds rate averaged 1.35%. In 2023 and 2024 it averaged 5.08%, peaking at 5.33% in Q4 2023. In Q3 2026 it averaged 3.67%.
Federal funds effective rate, quarterly average of monthly figures, percent
The timing fits: deals fell when money got dear and came back as it got cheaper. The filings cannot prove the rate did it. Valuations, antitrust reviews and plain caution all moved in the same years. What the record does show is that a deal closing today is financed at more than twice the average rate of 2016 to 2019.
4 · Restructurings
Restructuring ran on its own clock, not the economy's
If restructuring were a response to a weak economy, it would rise when layoffs across the economy rise. In the first quarter of 2023 it did not. Large companies filed restructurings at 1.8 times their pre-2020 pace. Layoffs and discharges across all US employers stood at 96, below their own pre-2020 level.
Each against its own 2016–2019 level = 100, quarterly
That was a decision, made in many boardrooms at once. Today the two lines sit close together: restructurings at 91 in Q3 2026, layoffs at 97 in Q2 2026, the latest quarter the labor data covers.
5 · Who moved
Finance moved, industry waited, and the leadership churn held steady
Manufacturing still made the most moves, 42 in Q3 2026, but well short of its pre-2020 average of 55 for the quarter. Services made 14 against 24. Finance, insurance and real estate went the other way: 20 against 17.
Leadership changes, filed under Item 5.02, barely move with the cycle. There were 892 in Q3 2026, a reading of 92. They are counted here and in the appendix, but not in the Ledger: most of them are routine board appointments, not bets.
6 · Risks
The risks, systemic and company-specific
A reopening deal market rewards the prepared and punishes the hurried.
| Risk | Who is exposed | What to watch |
|---|---|---|
| A window that shuts as fast as it opened | Acquirers with deals in diligence; sellers counting on a buyer | The deals line in next quarter's Ledger and the federal funds rate |
| Dear money in the base case | Deals modeled on a pre-2020 cost of capital | The rate the deal is financed at against the 1.35% average of 2016–2019 |
| Rivals reshaped while you waited | Companies that sat out 2023 and 2024 | Completed deals in your sector, listed in the appendix each quarter |
| Risk | Who is exposed | What to watch |
|---|---|---|
| Buying because others are | Boards whose deal thesis starts with the market, not the business | Whether the deal clears a hurdle rate written down before the search began |
| Restructuring as imitation | Companies cutting in step with peers rather than with their own demand | Your own orders and margins against layoffs across the economy |
7 · The agenda
What management teams and boards should do
Where you sit decides what the Ledger means for you.
If you are buying
- Price the deal at today's cost of money, not the one in the seller's model.
- Decide your walk-away price before the auction starts, and record it.
- Plan the integration before signing; deals that close together compete for the same advisers and the same management attention.
If you are selling or separating
- Use the open window, but do not assume it stays open: Q3 2026 fell from 98 to 80 in one quarter.
- Line up more than one kind of buyer; finance moved this quarter while industry waited.
- Prepare the separation work now, so a buyer's timetable does not set yours.
If you are weighing a restructuring
- Tie the plan to your own demand and margins, not to what peers announced.
- Compare it with layoffs across the economy: if they are not rising, say why your business is different.
- Name what the savings will fund, before you announce the cut.
8 · The bottom line
The Ledger is the herd's pace, not your strategy
Big moves come in waves. In 2023 and 2024 large companies closed deals at 55% of their old pace. In early 2023 they restructured at 1.8 times theirs. Neither wave was a verdict on any one company's business.
That is the use of a ledger: it shows when everyone else is moving, so you can check whether you are moving for your own reasons. The four cases below are deals and separations from the slump years, and how each one turned out.
From the Decision Cases
The same choice, up close
Buying and separating in the slump years: four decisions from our Decision Records.
Exxon Bet $64.5 Billion That Shale Is the Future. Then It Forgot to Vet the CEO It Was Buying.
- The choice
- Acquire Pioneer all-stock
- How it went
- Partly heldThe asset thesis held and produced record output, but the contracted board seat was never filled.
Pfizer Made $57 Billion From COVID. Then It Spent $43 Billion to Replace Itself.
- The choice
- Buy Seagen on debt
- How it went
- HeldThe deal closed as chosen, though its earnings payoff was guided to be years away.
Capital One's $35.3 Billion Discover Deal Is a Bet on Owning the Rails
- The choice
- Acquire Discover for network
- How it went
- HeldThe deal received approvals and closed, though the network migration thesis remains unproven.
A £50bn Bid Rejected Three Times, an €8bn Spin-Off: Unilever's Reshaping Was a Retreat
- The choice
- Demerger of ice cream
- How it went
- HeldThe demerger completed and ice cream was spun off as The Magnum Ice Cream Company.
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What the data does not tell us
Why. The filings show when companies moved, not why. Interest rates, valuations, antitrust reviews and confidence all changed in the same years. This report does not try to separate them.
Whom it counts. The companies in our SEC universe: US public companies with revenue over $1 billion today. Companies that were acquired or failed before today are not in it, so earlier years count fewer companies than were really there. Counting per company, against the number filing annual reports each year, offsets most of that.
The current year. Annual reports for 2026 are not all filed yet, so 2026 is counted per company against the previous year's total. That makes this year's readings slightly lower than they will be once every report is in, never higher.
What a filing is. An Item 2.01 filing is made when a significant acquisition or disposal is completed, not when it is announced. An Item 2.05 filing is made when a company commits to exit or disposal costs it judges material. Smaller moves are not filed, and companies judge materiality for themselves.
Revisions. Labor figures are revised. This edition uses the figures published as of October 18, 2026; the next edition will use the revised ones.
Figures you can quote
Each with its source
Large US public companies completed deals and restructurings at 80% of their pre-2020 pace in Q3 2026, down from 98% the quarter before.
Stratrix Decision Ledger, from SEC 8-K filings. Stratonomics, Q3 2026.In 2023 and 2024, large US companies completed deals at 55% of their pre-2020 pace, while the federal funds rate averaged 5.08%.
SEC 8-K filings; Federal Reserve, Selected Interest Rates. Stratonomics, Q3 2026.In the first quarter of 2023, large US companies filed restructurings at 1.8 times their pre-2020 pace, while layoffs across the economy were below their own pre-2020 level.
SEC 8-K filings; Bureau of Labor Statistics, JOLTS. Stratonomics, Q3 2026.Appendix A
Method and sources
The Decision Ledger counts 8-K filings by the large US public companies in the Stratrix SEC universe (revenue over $1 billion), read from each company's EDGAR submissions. Each filing is counted once per item it reports. The Ledger adds completed acquisitions and disposals (Item 2.01) and restructurings (Item 2.05), divides by the number of companies in the universe that filed an annual report that year (for the current year, the previous year's number), and compares the result with the average for the same calendar quarter in 2016 to 2019, which is set to 100. Comparing like quarters removes the seasonal pattern in filings. The deals, restructurings, leadership and trouble lines are built the same way from their own items: leadership changes are Item 5.02; signs of trouble are Items 1.03, 1.05, 2.06, 3.01 and 4.02. A quarter is counted once it has been over for at least a week, since 8-Ks are due within four business days. Sectors follow each company's SIC code on its current SEC record. The federal funds rate is the Federal Reserve's H.15 effective rate, averaged over each quarter's three months. Layoffs and discharges are the Bureau of Labor Statistics' JOLTS total for all nonfarm employers, seasonally adjusted, averaged over each quarter and compared with its own 2016 to 2019 average; a quarter is shown once all three months are published. Both series were read from the agencies' own releases as of October 18, 2026. Nothing is estimated or modeled; every count, ratio and index is computed from the filings and the published values.
| Measure | Publisher | Series | Frequency |
|---|---|---|---|
| Completed acquisitions and disposals, by company | SEC | Form 8-K, Item 2.01 | As filed |
| Restructurings (exit or disposal costs), by company | SEC | Form 8-K, Item 2.05 | As filed |
| Leadership changes and signs of trouble, by company | SEC | Form 8-K, Items 5.02, 1.03, 1.05, 2.06, 3.01, 4.02 | As filed |
| Companies and sectors | SEC | EDGAR submissions (annual reports, SIC codes) | Current |
| Federal funds effective rate | Federal Reserve | H.15, RIFSPFF_N.M | Monthly |
| Layoffs and discharges, total nonfarm | Bureau of Labor Statistics | JOLTS, JTS000000000000000LDL | Monthly |
Appendix B
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Stratonomics is a weekly data story from Stratrix on the economics behind strategic decisions. Each edition takes one theme, from capital allocation to pricing power to who is entering your market, and tells it from public data: SEC filings, the Federal Reserve, the Bureau of Economic Analysis, the Bureau of Labor Statistics, the Census Bureau and other publishers in the US and abroad.
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