Executive Summary
- What’s new: The FY 2025 HSR Annual Report from the DOJ Antitrust Division and FTC shows steady filing volumes, larger reported deals, fewer Second Requests and challenges, and an increase in negotiated settlements.
- Why it matters: Even though the agencies issued fewer Second Requests and challenged fewer transactions in FY 2025 than in FY 2024, the agencies continue to investigate and challenge transactions, particularly large or competitively sensitive deals. At the same time, the agencies are more willing to settle such challenges compared to the prior administration.
- What to do next: Given the agencies’ renewed openness to negotiated settlements, parties can consider possible remedies early in the deal process. Companies should also monitor potential rulemaking by the FTC regarding updates to the HSR Form.
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The Federal Trade Commission (FTC) and the Antitrust Division of the U.S. Department of Justice (DOJ or Antitrust Division; collectively the agencies) recently released the 48th Annual Report to Congress on Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) activities for fiscal year 2025 (October 1, 2024, through September 30, 2025). The report offers a snapshot of the agencies’ merger-review agenda in action, covering filing trends, enforcement activity and the evolving rules of the premerger notification process. Because the fiscal year captured both the final months of the Biden administration and the first eight months of the second Trump administration, the report represents a mixture of enforcement actions and policies from the two administrations. Nonetheless, certain trends are apparent even from this mixed picture.
Key Statistics on Premerger Notifications
Filing volumes under the HSR Act remained stable at approximately 2,000 transactions per year, but deal sizes continue to grow, with nearly one-third of reported deals now valued above $1 billion. In comparison, in FY 2024, around one-quarter of reported deals were valued above $1 billion, and only around 13% were valued above $1 billion during fiscal years 2016-2019. The agencies conducted an initial investigation in approximately 9.7% of total adjusted transactions reported. The agencies resumed grants of early termination in February 2025, and while these grants only took place during the final seven months of the fiscal year, the pace of grants was well below that of the first Trump administration — 265 grants occurred in FY 2026, compared to approximately 1,100 to 1,200 in fiscal years 2016-2019.
The agencies issued a total of 41 Second Requests in FY 2025 (20 by the FTC and 21 by the DOJ), representing approximately 2.1% of adjusted reported transactions. This is a decrease from FY 2024, when the agencies issued 59 Second Requests (3.0% of adjusted transactions), but consistent with FY 2023 levels (37 Second Requests, 2.1%). As might be expected, larger transactions were more likely to receive a Second Request — 32 out of 41 Second Requests were issued for transactions valued at $500 million or greater, while only four transactions valued at $300 million or less received a Second Request.
Enforcement Actions
During FY 2025, the FTC undertook eight enforcement actions: three matters in which the FTC initiated litigation; three matters where the FTC issued consent orders for public comment; and two matters where the parties abandoned the transaction before litigation by the FTC commenced. The DOJ undertook 10 enforcement actions: two matters in which the Antitrust Division initiated litigation in federal court (but later settled); two matters resolved through simultaneous filing of a complaint and consent decree; two matters in which the parties abandoned the transaction during the Second Request process; and four matters in which the parties restructured the transaction to address competition concerns. The agencies also filed three complaints relating to violations of the HSR Act itself (e.g., illegal premerger coordination, failure to file, falsifying or withholding required information).
The 18 enforcement actions undertaken by the agencies in FY 2025 marked a notable decline from the 32 undertaken in FY 2024. Just as notable was the increase in consent decrees or settlements accepted by the agencies, with seven in FY 2025 after just two in FY 2024 — despite a higher number of overall challenges in FY 2024. Thus, close to 40% of challenges in FY 2025 were settled, compared to around 6% in FY 2024, confirming the Trump administration’s renewed openness to accepting remedies.
Rulemaking and Subsequent Developments
FY 2025 included the implementation and subsequent vacatur of the updated HSR Form. The updated form went into effect on February 10, 2025, and required parties to provide additional information on the transaction structure, entity ownership and competitive overlaps between the parties to allow the agencies greater insight into transactions during the initial HSR waiting period. However, roughly a year later, on February 12, 2026, a federal district court judge in Texas vacated the new HSR Form and the U.S. Court of Appeals for the Fifth Circuit denied the FTC’s motion to stay the district court’s vacatur pending an appeal. As a result, the agencies have reverted to using the prior HSR Form and instructions, although filers still have the option to use the updated form if they choose to do so.
The FTC and the Antitrust Division have stated that regardless of the outcome of the HSR Form appeal, the FTC is considering engaging in new rulemaking. Both agencies continue to believe that the “old” HSR Form, which is nearly 50 years old, is insufficient to review modern mergers and acquisitions. In March 2026, the agencies issued a Request for Information calling for public and stakeholder comments on potential improvements to the updated form. The stated goal of the agencies is to “reduce the burden for non-problematic transactions while also making necessary updates informed by lessons learned from the recent implementation of the updated form.” At a minimum, the FTC will need to issue a rule updating the HSR Form to require the provision of information relating to foreign subsidies and countervailing duties, which was congressionally mandated through the Merger Filing Fee Modernization Act of 2022.
Takeaways From the Current Metrics
- Given the agencies’ renewed openness to negotiated settlements, parties can consider possible remedies early in the deal process.
- Companies should also monitor potential rulemaking by the FTC regarding updates to the HSR Form.
This memorandum is provided by Skadden, Arps, Slate, Meagher & Flom LLP and its affiliates for educational and informational purposes only and is not intended and should not be construed as legal advice. This memorandum is considered advertising under applicable state laws.