Federal Trade Commission (2025)

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Federal Trade Commission

Department of Justice

Antitrust Division

Bureau of Competition

Hart-Scott-Rodino Annual Report

Fiscal Year 2025

October 1, 2024 through September 30, 2025

Section 7A of the Clayton Act

Hart-Scott-Rodino Antitrust Improvements Act of 1976

(Forty-Eighth Annual Report)

Andrew Ferguson

Chairman

Federal Trade Commission

Stanley E. Woodward, Jr.

Associate Attorney General

U.S. Department of Justice

Hart-Scott-Rodino Annual Report for Fiscal Year 2025

Table of Contents

Introduction...................................................................................................................1

Background of the HSR Act ............................................................................................4

Statistics on Premerger Notification .............................................................................5

Merger Enforcement Activity .........................................................................................7

Federal Trade Commission...........................................................................................7

Department of Justice ..................................................................................................9

Premerger Compliance Actions................................................................................... 10

Public Engagement ...................................................................................................... 11

Developments and Ongoing Assessment .................................................................... 11

Threshold Adjustments .............................................................................................. 12

Updated HSR Form .................................................................................................... 12

Appendices and Exhibits ............................................................................................. 14

INTRODUCTION

The Federal Trade Commission (FTC or Commission) and the Antitrust Division of

the Department of Justice (Antitrust Division or Division) enforce the nation’s antitrust

laws. Those laws protect American consumers from the harm to competition caused by

anticompetitive mergers and acquisitions. Protecting Americans from anticompetitive

transactions is therefore among the Commission’s and Division’s most important duties.

In fiscal year 2025, the Commission and the Antitrust Division fulfilled their duty to

protect competition across the American economy by identifying, investigating, and

challenging, where necessary, mergers and acquisitions that raise potentially significant

competitive concerns. The antitrust laws apply to all transactions, even if the merging

parties are not required to report their merger to the agencies under the Hart-Scott-Rodino

Antitrust Improvements Act of 1976 (HSR Act). But the vast majority of merger enforcement

actions are transactions reported under the HSR Act. 1 There were 2,006 transactions

reported under the HSR Act in fiscal year 2025. 2 See Figure 1 below. Approximately 31.8%

of these transactions were valued over $1 billion (see Table I in Exhibit A), continuing a

trend in recent years toward larger and more complex transactions. See Figure 2 below.

The narrative section of the Report attempts to provide a holistic view of the agencies’ merger enforcement

activities over the course of the fiscal year and historically has included a discussion of both reportable and

non-reportable enforcement actions. The tables provided in the Report, however, only include data for which

an HSR filing has been made.

Fiscal year 2025 covered the period from October 1, 2024, through September 30, 2025.

HSR Merger Transactions Reported

Fiscal Years 2016-2025

4,000

3,520

Number of Transactions

3,500

3,152

3,000

2,500

2,000

2,052

2,111

2,089

1,832

1,805

1,637

2,031

2,006

2024

2025

1,500

1,000

500

2016

2017

2018

2019

2020

2021

Fiscal Year

2022

2023

(Figure 1)

Percentage of Transaction Values Equal to or Greater than $1 Billion

Fiscal Years 2016-2025

31.8%

30.0%

24.0%

25.0%

25.6%

Percent of Transactions

20.2%

20.0%

16.9%

13.5%

12.8%

13.6%

13.3%

2016

2017

2018

2019

15.0%

14.8%

10.0%

5.0%

0.0%

2020

2021

2022

2023

2024

2025

Fiscal year

(Figure 2)

The Commission took enforcement action against eight transactions 3: three in

which the Commission initiated litigation; three in which the Commission issued consent

orders for public comment; and two that the parties abandoned before litigation

commenced as a result of antitrust concerns raised during the investigation. The Antitrust

Division took enforcement action against ten transactions: two in which the Division

initiated litigation in U.S. district courts; two were resolved by the Division filing proposed

consent decrees simultaneously with the complaints in U.S. district courts; two

transactions that the parties abandoned in the face of questions from the Division; and

four that were restructured after the Division raised concerns about the threat they posed

to competition. In cases where the parties abandoned their merger plans before an agency

filed a complaint, this avoided the expense of extended litigation for both the parties and

the agency. 4

This Report only includes merger enforcement actions where the Commission or the Antitrust Division took

its first public action during fiscal year 2025. It does not reflect all merger enforcement activities of the

agencies, including ongoing investigations and litigations. Only one of the Commission’s enforcement

actions and one of the Division’s enforcement actions referenced above were against transactions that were

not reported under HSR.

The antitrust agencies have included abandonments in the face of threatened enforcement in their impact

assessments for many years across administrations of both parties. In this Report, the agencies strive to

include only those abandonments that were the result of the agencies’ scrutiny revealing competitive

The premerger notification program was instrumental in detecting transactions that

became the subjects of merger enforcement actions, and ensuring the federal antitrust

agencies had the ability to review these transactions before consummation. The

Commission’s Premerger Notification Office (PNO) manages the administrative

responsibilities of the premerger notification program on behalf of both agencies.

BACKGROUND OF THE HSR ACT

The HSR Act amended the Clayton Act to require companies to file premerger

notifications for certain acquisitions prior to consummation. 5 Reportability depends on the

value of the acquisition and, in some cases, the size of the parties as measured by their

sales and assets. Acquisitions valued below a certain threshold or involving parties with

assets and sales below a certain threshold, as well as certain classes of acquisitions

viewed as less likely to raise antitrust concerns, are not reportable under the HSR Act.

Parties submit HSR Act filings to both the Commission and the Division. Both agencies

review the filings to identify transactions that require further investigation. By agreement,

however, only one antitrust agency will investigate a proposed transaction that warrants

additional scrutiny. This agreement is known as “clearance,” that is, the process by which

one agency “clears” an investigation to another agency.

For most transactions reportable under the HSR Act, both buyer and seller must file

forms and provide data about the relevant industry, transaction, and their own businesses.

Once the filing is complete, the parties may not close their deal until the waiting period

outlined in the HSR Act has passed. The parties typically must wait 30 days after filing to

close their transaction (or 15 days in the case of a cash tender offer or bankruptcy sale),

unless the agencies grant early termination of the waiting period. If the investigating agency

determines that more information is needed, the HSR Act authorizes the agency to issue a

request for additional information and documentary material (Second Request). 6 Once

both parties have substantially complied with the agency’s requests for additional

information, the agency has an additional 30 days under the statute (or 10 days after the

buyer has substantially complied in the case of a cash tender offer or bankruptcy sale) to

investigate, after which the parties may close their transaction if the agency takes no

action. This additional time provides the agency with the opportunity to analyze the

information and take action if necessary before the transaction is consummated. The

investigating agency may challenge the transaction if the agency believes that a proposed

concerns, rather than including transactions that were abandoned in the midst of antitrust investigation for

reasons unrelated to that investigation.

Section 7A of the Clayton Act, 15 U.S.C. § 18a.

15 U.S.C. § 18a(e)(1)(A) (“The Federal Trade Commission or the Assistant Attorney General may, prior to the

expiration of the 30-day waiting period (or in the case of a cash tender offer, the 15-day waiting period) . . . .

require the submission of additional information or documentary material relevant to the proposed

acquisition.”).

transaction may substantially lessen competition or tend to create a monopoly in violation

of the antitrust laws. 7

Prior to the HSR Act, businesses could, and often did, consummate transactions

that raised significant antitrust concerns before the agencies had an opportunity to

consider adequately their competitive effects. This practice resulted in interim harm to

consumers and forced the agencies to engage in lengthy post-acquisition litigation. Even if

an agency could demonstrate in U.S. district court that the transaction was unlawful,

traditional equitable principles often foreclosed unwinding the consummated transaction.

In such cases, the harm to consumers continued indefinitely. Congress adopted the HSR

Act in 1976 to afford the agencies an opportunity to review the lawfulness of transactions

before they were consummated, and to move to prevent their consummation where

necessary without the complications of unwinding a transaction.

The HSR Act ordered the Commission, with the concurrence of the Attorney

General, to adopt regulations to facilitate pre-merger review. The Commission, with the

Division’s concurrence, first implemented the premerger notification program by

regulation in 1978. Since then, the federal antitrust agencies’ ability to obtain timely,

effective relief for consumers has significantly improved.

STATISTICS ON PREMERGER NOTIFICATION

The appendices to this Report provide statistics related to the premerger

notification program. Appendix A shows, for the ten-year period covering fiscal years 2016–

2025: the number of transactions reported; the number of filings received; the number of

merger investigations in which Second Requests were issued; and the number of

transactions in which requests for early termination of the waiting period were received,

granted, and not granted. 8 Appendix A also shows the number of transactions in which

Second Requests could have been issued, 9 as well as the percentage of transactions in

which Second Requests were issued. Appendix B provides a month-by-month comparison

of the number of transactions reported and the number of filings received for fiscal years

2016 through 2025.

15 U.S.C. § 18.

The term “transaction,” as used in Appendices A and B and Exhibit A to this Report, does not refer only to

individual mergers or acquisitions. A particular merger, joint venture, or acquisition may be structured such

that it involves more than one filing that must be made under the HSR Act.

For some transactions, the agencies were not authorized to issue Second Requests under the HSR Act.

These include (1) incomplete transactions (only one party filed a complete notification); (2) transactions

reported pursuant to the exemption provisions of Sections 7A (c)(6) and 7A(c)(8) of the Act; (3) transactions

which were found to be non-reportable; and (4) transactions withdrawn before the waiting period began. See

Appendix A n.2.

The statistics show that the number of transactions reported in fiscal year 2025

decreased slightly from fiscal year 2024, while remaining generally in line with the number

of reported transactions over the past decade. Of the 1,944 (adjusted) transactions

reported in fiscal year 2025, 10 the Commission issued 20 Second Requests and the

Division issued 21 Second Requests. See Table I in Exhibit A and Figure 3 below.

Percentage of Transactions Resulting in Second Request

Fiscal Years 2016-2025

4.5%

4.0%

Percent of Transactions

3.5%

3.0%

2.6%

3.0%

2.2%

2.5%

2.1%

1.9%

2.1%

1.6%

2.0%

1.5%

1.0%

0.5%

0.0%

2016

2017

2018

2019

2020

2021

Fiscal year

2022

2023

2024

2025

(Figure 3)

Tables I through IX in Exhibit A contain information regarding the agencies’

investigative and enforcement activities for transactions reported in fiscal year 2025. The

tables provide, for example, various characteristics of transactions, the number and

percentage of transactions in which one antitrust agency granted the other clearance to

commence an investigation, and the number of merger investigations in which either

agency issued Second Requests. Table III of Exhibit A shows that in fiscal year 2025, the

agencies received clearance to conduct an initial investigation in approximately 9.7% of

the total number of adjusted transactions reported. The tables also provide the number of

transactions based on the dollar value of transactions reported and the reporting threshold

The total number of reported transactions (2,006) was adjusted to omit transactions for which the agencies

were not authorized to issue Second Requests. See Appendix A n.2. The adjusted number of transactions is

the baseline for the data presented in the tables and the percentages discussed in this Report.

indicated in the notification report. In fiscal year 2025, the aggregate dollar value of

reported transactions was $2.5 trillion. 11

10F

MERGER ENFORCEMENT ACTIVITY

Federal Trade Commission

The Commission’s merger enforcement efforts encompass critically important

markets, including healthcare, technology, energy, defense, consumer goods and

services, labor, and manufacturing. 12 In August 2025, the Commission challenged

Edwards Lifesciences Corp.’s $945 million proposed acquisition of JenaValve Technology,

Inc. According to the complaint, the transaction threatened to reduce competition for the

development of transcatheter aortic valve replacement devices (TAVR-AR devices) to treat

aortic regurgitation, which likely would have reduced innovation, diminished product

quality, and increased prices for consumers. The complaint further alleged that, twentyfour hours before Edwards inked its deal with JenaValve, Edwards closed on a separate

transaction to purchase JC Medical, the company next closest to FDA approval for a TAVRAR device. After a multi-day hearing, the federal court issued a preliminary injunction

preventing the parties from completing their transaction, which they subsequently

abandoned. Edwards’ proposed acquisition of JenaValve, absent Commission action,

would have combined the only two companies with ongoing clinical trials for a lifesaving

medical device used to treat a potentially fatal heart condition.

11F

In March 2025, the Commission filed suit to block GTCR BC Holdings, LLC’s

proposed acquisition of Surmodics, Inc. According to the complaint, the deal would have

eliminated competition between GTCR’s Biocoat and Surmodics, the two largest

manufacturers of critical medical device coatings. Although the court issued an

unfavorable decision for the Commission, the complaint prompted the defendants to

execute a divestiture of a portion of Biocoat’s coatings, restoring some measure of

competition to the market. The Commission’s enforcement action therefore procured a

better outcome for consumers than would have occurred absent Commission

intervention.

In September 2025, the Commission sued Zillow, Inc. and Redfin Corporation

alleging that they entered into an unlawful arrangement under which Zillow paid Redfin,

Zillow’s direct competitor, to exit the market for advertising rental housing on internet

listing services. Landlords rely on Zillow and Redfin to advertise rental listings and millions

of Americans use these services to secure affordable rental housing. The complaint

alleges the agreement eliminates important and significant head-to-head competition

The information on the value of reported adjusted transactions for fiscal year 2025 is drawn from a

database maintained by the Commission’s Premerger Notification Office.

This section only includes examples of matters where the agency took its first public action during fiscal

year 2025. See supra n.3.

between the parties, which will result in higher prices, lower quality, and reduced

innovation. The trial is expected to take place later in 2026.

In May 2025, the FTC entered into a consent order requiring Synopsys, Inc. and

Ansys, Inc. to divest certain assets to resolve competitive concerns in their $35 billion

merger. The FTC’s order preserves competition across several software tool markets that

are critical for the design of semiconductors and light simulation devices, which are used

for designing the digital products that power Americans’ daily lives. Without the consent

decree, the transaction would have resulted in the elimination of direct competition

between the merging parties and led to higher prices and decreased innovation to the

detriment of device manufacturers and consumers. The divestiture assets were sold to

Keysight Technologies, Inc. Competition agencies around the world, including the United

Kingdom’s Competition and Markets Authority, the European Commission, the Japan Fair

Trade Commission, and the South Korea Fair Trade Commission, each reviewed the deal

as well, and concluded that the remedy in this matter addressed its competitive concerns.

In June 2025, the Commission entered into a consent order to preserve competition

and ensure lower prices when Americans go to the pump to fill their cars by requiring a

divestiture of 35 gas stations arising out of Alimentation Couche-Tard Inc.’s $1.57 billion

acquisition of gas stations from Giant Eagle, Inc. The acquisition would have eliminated

important existing competition between the two entities in 35 local markets across

Indiana, Ohio, and Pennsylvania. The Commission alleged the two companies closely

monitored each other when setting prices for both gasoline and diesel and competed on

several non-price dimensions. The divestiture to Majors Management, LLC will maintain

vigorous and robust competition for sales of gasoline, which will ensure that prices remain

competitive for American consumers trying to fill their tanks every day in these markets.

Also in June 2025, the FTC entered into a consent order to resolve antitrust

concerns related to Omnicom Group Inc.’s $13.5 billion acquisition of The Interpublic

Group of Companies, Inc. (IPG). Omnicom and IPG are the third- and fourth-largest media

buying advertising agencies in the United States. These agencies facilitate media buying by

representing advertisers in negotiations with media publishers over conditions such as

pricing, ad placement, and sponsorships, as well as by helping execute advertisers’ ad

campaigns. The order imposes restrictions that prevent the combined company from

engaging in collusion or coordination to direct advertising away from media publishers

based on the publishers’ political or ideological viewpoints, thereby protecting

competition between ad agencies and the open exchange of information in public

discussion and debate. 13

12F

In Fiscal Year 2026, the Commission took action to end collusion among the nation’s largest advertising

agencies (Dentsu US, Inc., GroupM Worldwide LLC d/b/a WPP Media, and Publicis Inc.), filing a complaint

and settlement in federal court. FTC et al. v. Dentsu et al., Case No. 4:26-cv-469 (N.D. Tex. Apr. 15, 2026).

The collusion between the ad agencies deprived advertisers of the benefits of competition by suppressing

the ad agencies’ incentives to create higher quality, lower cost, and more innovative (including better

Department of Justice

The Antitrust Division worked to protect competition for consumers across critical

industries, including healthcare, technology, aerospace, agriculture, steel, mining, and

banking. In November 2024, the United States, joined by the Attorneys General of

Maryland, Illinois, New Jersey, and New York, filed suit to block UnitedHealth Group

Incorporated’s proposed $3.3 billion acquisition of its rival home health and hospice

services provider Amedisys, Inc. The complaint alleged that the loss of competition

between UnitedHealth and Amedisys would have harmed patients who receive home

health and hospice services, insurers who contract for home health services, and nurses

who provide home health and hospice services. In December 2025, the court approved a

consent decree in which the defendants agreed to divest at least 164 home health and

hospice locations across 19 states—the largest divestiture of outpatient healthcare

services ever to resolve a merger challenge.

In January 2025, the United States filed suit to block Hewlett Packard Enterprise

Company (HPE) from acquiring Juniper Networks, Inc. According to the complaint, HPE

and Juniper are the second and third largest providers of commercial or “enterprise”

wireless networking solutions in the United States. The complaint alleged that the

proposed transaction would eliminate head-to-head competition in wireless networking

solutions. A proposed final judgment submitted in June 2025 requires HPE to divest its

Instant On business and license critical Juniper software to independent competitors.

In June 2025, the United States filed suit challenging Keysight Technologies, Inc.’s

proposed acquisition of Spirent Communications plc. According to the complaint, as

originally structured, the transaction would have combined the two largest global

providers of three key types of communications testing and measurement equipment—

high-speed ethernet testing, network security testing, and radio frequency channel

emulators. The loss of head-to-head competition between Keysight and Spirent would

have resulted in higher prices, lower quality, and diminished innovation to the detriment of

American consumers. A proposed final judgment filed concurrently with the complaint

required the defendants to divest Spirent’s high-speed ethernet testing, network security

testing, and radio frequency channel emulation businesses. The court entered the final

judgment on September 15, 2025.

Additionally, the Antitrust Division filed suit challenging Safran S.A.’s proposed

acquisition of RTX Corporation. According to the complaint, the transaction, as originally

structured, would have combined the two leading suppliers in the worldwide market for

trimmable horizontal stabilizer actuators for large aircraft. These actuators help an aircraft

maintain the proper altitude during flight and are critical to the safety and performance of

targeted) brand-safety tools and standards. The district court approved and finalized all three proposed

orders. Final Orders and Stipulated Permanent Injunctions, FTC et al. v. Dentsu et al., Case No. 4:26-cv-469

(N.D. Tex. Apr. 15, 2026), Dkts. 8−10.

the aircraft. The loss of competition between Safran and RTX to develop and sell this

critical component would likely have resulted in higher prices, lower quality, and reduced

innovation to the detriment of American consumers. A proposed final judgment was filed

simultaneously with the complaint on June 17, 2025. Pursuant to the terms of the

settlement, the defendants agreed to divest Safran’s North American actuation business.

The court entered the final judgment on November 25, 2025.

PREMERGER COMPLIANCE ACTIONS

The Commission and the Antitrust Division continued to monitor compliance with

the premerger notification program’s filing and waiting period requirements and initiated a

number of compliance investigations in fiscal year 2025. The agencies use several

methods to oversee compliance, including monitoring news outlets and industry

publications for transactions that may not have been reported in accordance with the HSR

Act’s requirements. Industry sources such as competitors, customers, and suppliers,

interested members of the public, and, in certain cases, the parties themselves, also

provide the agencies with information about transactions and possible violations of the

Act’s requirements.

Under Section 7A(g)(1) of the Clayton Act, any person who fails to comply with the

Act’s notification and waiting period requirements is liable for a civil penalty of up to

$53,088 for each day the violation continues. 14 The antitrust agencies examine the

circumstances of each violation to determine whether to seek penalties. 15 During fiscal

year 2025, 31 post-consummation “corrective” filings were received, and the agencies

brought three civil penalty actions in federal court, one of which is still pending. 16

13F

14F

15F

Civil monetary penalties within the Commission’s jurisdiction are adjusted for inflation in accordance with

the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015, Pub. L. No. 114-7 (Nov. 2,

2015). The adjustments have included an increase in the maximum civil penalty from $10,000 to $11,000 for

each day during which a person is in violation of Section 7A(g)(1) (61 Fed. Reg. 54548 (Oct. 21, 1996),

corrected at 61 Fed. Reg. 55840 (Oct. 29, 1996)), to $16,000 effective February 10, 2009 (74 Fed. Reg. 857

(Jan. 9, 2009)), to $40,000 effective August 1, 2016 (81 Fed. Reg. 42476 (June 30, 2016)), to $46,517 effective

Jan. 10, 2022 (87 Fed. Reg. 1070 (Jan. 10, 2021)), to $50,120 effective January 11, 2022, (88 Fed. Reg. 1499

(Jan. 11, 2023)), to $51,744 effective January 10, 2024 (89 Fed. Reg. 1445 (Jan. 10, 2024)), and to $53,088

effective January 17, 2025 (90 Fed. Reg. 5580 (Jan. 17, 2025)).

If parties inadvertently fail to file, the agencies generally will not seek penalties so long as the parties

promptly submit corrective filings after discovering the failure to file, submit an acceptable explanation of

their failure to file, and have not previously violated the Act.

In addition, on May 15, 2025, the district court entered the final judgment in United States v. Ryan Cohen.

Under the terms of the negotiated settlement, Ryan Cohen agreed to pay a $985,320 civil penalty. According

to the complaint, Cohen, the CEO of GameStop and founder and former CEO of Chewy, Inc., violated the

HSR Act by failing to file for an acquisition of Wells Fargo voting securities. According to the complaint,

Cohen’s acquisition of the voting securities was not exempt under the investment-only exemption because

when acquiring the shares, Cohen intended to influence Wells Fargo’s business decisions.17 90 Fed. Reg.

7697 (Jan. 22, 2025).

In United States v. XCL et al., the Commission filed a complaint in federal district

court on January 7, 2025, alleging that XCL Resources Holdings LLC (XCL), Verdun Oil

Company II LLC (Verdun), and EP Energy LLC (EP), violated the HSR Act for engaging in

illegal pre-merger coordination, known as gun jumping. According to the complaint,

Verdun, which was under common management with XCL at the time of the transaction,

agreed to acquire EP in a $1.4 billion transaction that was subject to the HSR Act. However,

EP allowed XCL and Verdun to assume operational control over significant aspects of EP’s

day-to-day business operations prior to the transaction closing, in violation of the HSR

Act’s waiting period requirements. Under the terms of a negotiated settlement, XCL,

Verdun, and EP agreed to pay a $5.6 million civil penalty. On February 4, 2026, the district

court entered the final judgment.

In November 2024, the Antitrust Division filed a complaint against UnitedHealth and

Amedisys for falsely certifying that the company had truthfully, correctly, and completely

responded to the Antitrust Division’s requests for documents. In December 2025, the court

in the UnitedHealth/Amedisys litigation approved a consent decree that includes a $1.1

million civil penalty against Amedisys.

In January 2025, the Antitrust Division filed an enforcement action against KKR &

Co. Inc. for serial violations of the HSR Act. The complaint alleges that KKR and its

affiliated entities (“KKR Defendants”) altered and withheld documents from its HSR filings,

and in some instances failed to make filings at all. In total, KKR Defendants’ HSR Act

violations carry a maximum penalty of over $650 million. This matter is pending in federal

court.

PUBLIC ENGAGEMENT

The Commission’s PNO staff continued to engage with the business community on

the premerger notification process during fiscal year 2025. This included providing

information about the reportability of transactions under the HSR Act, and the details

involved in completing and filing the premerger notification form, or HSR Form. The PNO’s

website serves as HSR practitioners’ primary source of information on the HSR Form and

instructions, current filing thresholds and fees, notices of grants of early termination, and

procedures for submitting post-consummation filings. The website also provides training

materials for new practitioners, responses to frequently asked questions, staff’s

nonbinding informal interpretations of the rules, information on scheduled HSR events,

and staff contact information.

DEVELOPMENTS AND ONGOING ASSESSMENT

The Commission and the Antitrust Division regularly review the impact of the

premerger notification program on antitrust enforcement and the business community.

The agencies continue to assess whether the existing HSR filing requirements and

thresholds are adequate to give the Commission and the Antitrust Division advance notice

of potentially problematic transactions. The agencies continue to examine ways to

increase accessibility, promote transparency, and improve the investigative process to

reduce the burden on the filing parties while ensuring that agencies receive sufficient

information to analyze the underlying transaction.

Fiscal Year 2025 featured two important developments for the premerger

notification program: (1) threshold adjustments as required by statute, and (2)

implementation of the final HSR Form rulemaking, which was subsequently vacated by the

U.S. District Court for the Eastern District of Texas and is pending appeal.

Threshold Adjustments

On January 22, 2025, the Commission published a notice 17 to reflect adjustment of

the reporting thresholds as required by the 2000 amendments 18 to Section 7A of the

Clayton Act. The thresholds are calculated based on the prior year’s gross national

product. The revised thresholds, including an increase in the size of transaction threshold

from $119.5 million to $126.4 million, became effective February 21, 2025. In addition, the

Commission announced revised HSR filing fees based on the size of the proposed

transaction as required by the 2023 Consolidated Appropriations Act, 19 which requires the

FTC to revise HSR filing fees on an annual basis based on an amount equal to the

percentage increase, if any, in the consumer price index to the adjustment of the reporting

thresholds.

16F

17F

18F

HSR Form

The updated HSR Form went into effect on February 10, 2025. It required the parties to

provide additional information on their proposed transaction, the structure of entities

involved, and the markets where they compete, enabling the agencies to efficiently and

effectively screen transactions for potential competition issues within the initial statutory

waiting period.

On February 12, 2026, a federal district court vacated the new HSR form, and the U.S.

Court of Appeals for the Fifth Circuit subsequently denied the FTC’s motion to stay the

district court’s vacatur pending appeal. Therefore, the district court’s order is effective and

the Commission and the Antitrust Division are accepting HSR filings using the Form and

90 Fed. Reg. 7697 (Jan. 22, 2025).

15 U.S.C. § 18a(a). See Pub. L. No. 106-553, 114 Stat. 2762. The 2000 amendments to the HSR Act require

the Commission to publish adjustments to the jurisdictional and filing fee thresholds in the Federal Register

annually based on the change in the gross national product, in accordance with Section 8(a)(5) of the Clayton

Act. The Commission amended the rules in 2005 to provide a method for future adjustments as required by

the 2000 amendments, and to reflect the revised thresholds contained in the rules. The Commission usually

publishes the revised thresholds annually in January, and they become effective 30 days after publication.

Public Law 117-328.

Instructions that were in place before February 10, 2025. 20 This matter is ongoing.

19F

The Commission and the Antitrust Division continue to believe that the information

required by the prior, nearly 50-year-old form was insufficient to review modern mergers

and acquisitions. Regardless of the outcome of the pending appeal, the Commission is

considering engaging in a new rulemaking. To that end, in March 2026, the Commission

and the Antitrust Division issued a Request for Information, calling on the public—

including consumers, legal practitioners, industry representatives, workers, businesses,

startups, potential market entrants, investors, and academics—to comment on the

updated form for potential areas of improvement. 21 The agencies seek to understand, with

the benefit of over a year’s worth of experience with the updated form, whether the

updated form’s requirements effectively fulfill their intended purpose, and whether

additional modifications to the updated form may be warranted to address developments

affecting the HSR review process that have emerged over the past year. The agencies’ goal

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.

20F

***

Leadership at both agencies commend staff for their diligent and dedicated efforts

to identify and investigate mergers and acquisitions that may substantially lessen

competition or tend to create a monopoly, and to pursue law enforcement before injury to

American consumers can arise.

As of the date of publication of this Report, the agency continues to accept HSR filings made pursuant to

the February 10, 2025, Form and Instructions should filers voluntarily decide to submit them. Filers should

continue to monitor the PNO website for further guidance.

Federal Trade Commission and Department of Justice Seek Public Comment on the Premerger Notification

and Report Form (Mar. 25, 2026), https://www.ftc.gov/news-events/news/press-releases/2026/03/federaltrade-commission-department-justice-seek-public-comment-premerger-notification-report-form.

LIST OF APPENDICES

Appendix A: Summary of Transactions, Fiscal Years 2016–2025

Appendix B: Number of Transactions Reported and Filings Received by Month for Fiscal

Years 2016-2025

LIST OF EXHIBITS

Exhibit A:

Statistical Tables for Fiscal Year 2025 – Data Profiling Hart-Scott-Rodino

Notification Filings and Enforcement Actions

Exhibit B:

Summary letters required by Section 102(c) of the Merger Fee Modernization

Act of 2022, including the information required under Sections 102(a) and (b)

of the MMA.

APPENDIX A

SUMMARY OF TRANSACTIONS

FISCAL YEARS 2016-2025

APPENDIX A

SUMMARY OF TRANSACTIONS BY FISCAL YEAR

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

Transactions Reported

1,832

2,052

2,111

2,089

1,637

3,520

3,152

1,805

2,031

2,006

Filings Received 1

3,674

4,083

4,188

4,142

3,249

7,002

6,288

3,515

4,022

3,851

Adjusted Transactions In Which A Second

Request Could Have Been Issued 2

1,772

1,992

2,028

2,030

1,580

3,413

3,029

1,735

1,973

1,944

Investigations in Which Second Requests

Were Issued

1.4%

1.7%

1.3%

1.5%

1.3%

0.8%

1.4%

1.5%

1.0%

1.6%

0.9%

1.5%

1.6%

0.7%

0.6%

1.5%

1.1%

1,374

1,552

1,500

1,507

1,133

2,124

1,345

780

858

911

Granted5

1,102

1,220

1,170

1,107

861

417

265

Not Granted5

272

332

330

400

272

1,707

1,340

780

855

646

FTC 3

Percent 4

DOJ3

Percent4

Transactions Involving a Request For Early

Termination 5

Usually, two filings are received, one from the acquiring person and one from the acquired person when a transaction is reported. Only one application is received when an

acquiring party files for an exemption under Section 7A (c )(6) or (c )(8) of the Clayton Act.

2 These figures omit from the total number of transactions reported all transactions for which the agencies were not authorized to request additional information. These include

(1) incomplete transactions (only one party filed a complete notification); (2) transactions reported pursuant to the exemption provisions of Sections 7A (c)(6) and 7A(c)(8) of the

Act; (3) transactions which were found to be non-reportable; and (4) transactions withdrawn before the waiting period began. In addition, where a party filed more than one

notification in the same year to acquire voting securities of the same corporation, e.g., filing one threshold and later filing for a higher threshold, only a single consolidated

transaction has been counted because as a practical matter the agencies do not issue more than one Second Request in such a case. These statistics also omit from the total

number the transactions reported secondary acquisitions filed pursuant to §801.4 of the Premerger Notification rules. Secondary acquisitions have been deducted in order to be

consistent with the statistics presented in most of the prior annual reports.

3 These statistics are based on the date the Second Request was issued and not the date the investigation was opened.

4 Second Request investigations are a percentage of the total number of adjusted transactions. The total percentage reflected in Figure 2 may not equal the sum of reported

component values due to rounding.

5 These statistics are based on the date of the HSR filing and not the date action was taken on the request.

APPENDIX B

NUMBER OF TRANSACTIONS REPORTED AND

FILINGS RECEIVED BY MONTH

FOR

FISCAL YEARS 2016-2025

APPENDIX B

TABLE 1. NUMBER OF TRANSACTIONS REPORTED BY MONTH FOR FISCAL YEARS

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

October

168

163

174

211

151

202

432

172

146

184

November

243

215

207

254

206

400

575

207

208

225

December

157

148

160

157

164

204

279

170

154

172

January

117

153

170

150

154

210

233

139

163

177

February

127

153

141

145

138

278

206

150

139

213

March

125

146

178

156

136

322

221

122

123

April

129

150

140

163

261

218

114

159

106

May

168

209

222

191

299

211

139

175

140

June

150

191

177

161

117

299

202

145

160

141

July

140

146

180

170

110

329

184

146

200

181

August

166

219

223

173

170

353

197

162

203

191

September

142

159

139

158

162

363

194

139

201

TOTAL

1,832

2,052

2,111

2,089

1,637

3,520

3,152

1,805

2,031

2,006

APPENDIX B

TABLE 2. NUMBER OF FILINGS RECEIVED 1 BY MONTH FOR FISCAL YEARS

2016

2017

2018

2019

2020

2021

2022

2023

2024

2025

October

345

329

336

421

298

454

870

346

299

343

November

483

416

417

505

413

825

1,187

467

403

432

December

314

297

319

308

329

364

552

287

312

325

January

236

307

316

287

309

399

431

273

321

341

February

249

298

304

295

269

564

407

226

268

403

March

265

302

338

308

270

616

440

243

255

162

April

249

290

285

335

145

524

434

225

320

213

May

331

402

424

365

137

623

420

273

350

264

June

304

388

365

349

212

573

407

301

310

274

July

284

291

364

306

208

659

365

279

381

335

August

339

446

433

358

336

717

407

319

436

382

September

275

317

287

305

323

684

368

276

367

377

TOTAL

3,674

4,083

4,188

4,142

3,249

7,002

6,288

3,515

4,022

3,851

Usually, two filings are received, one from the acquiring person and one from the acquired person, when the transaction is reported. Only one filing is received when an

acquiring person files for a transaction that is exempt under Sections 7A(c)(6) and (c)(8) of the Clayton Act.

EXHIBIT A

STATISTICAL TABLES

FOR

FISCAL YEAR 2025

DATA PROFILING HART-SCOTT-RODINO PREMERGER NOTIFICATION

FILINGS AND ENFORCEMENT ACTIONS

TABLE I

FISCAL YEAR 20251

ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

TRANSACTION RANGE

GROUP

NUMBER

PERCENT OF

TRANSACTION RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

100M - 150M 5

3.1%

9.8%

1.6%

11.5%

0.0%

150M - 200M 5

286

14.7%

2.1%

2.4%

4.5%

0.3%

1.0%

1.4%

200M - 300M 5

195

10.0%

3.1%

0.5%

3.6%

0.0%

300M - 500M 5

236

12.1%

5.1%

10.2%

1.3%

0.8%

2.1%

500M - 1000M5

548

28.2%

3.5%

4.4%

7.8%

1.5%

0.7%

2.2%

1000M - 10B 5

599

30.8%

6.8%

7.3%

14.2%

1.0%

1.7%

2.7%

1.0%

36.8%

15.8%

52.6%

10.5%

21.1%

1,944

100.0%

5.0%

4.7%

9.7%

1.0%

1.1%

2.1%

Over 10B

ALL TRANSACTIONS

TABLE II

FISCAL YEAR 20251

ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)

HSR TRANSACTIONS

TRANSACTION RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENTAGE OF

TOTAL NUMBER OF

CLEARANCES

NUMBER

PERCENTAGE OF

TOTAL NUMBER OF

SECOND REQUESTS

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

LESS THAN 50M 5

0.0%

LESS THAN 100M 5

0.0%

LESS THAN 150M 5

3.1%

3.2%

0.5%

3.7%

0.0%

LESS THAN 200M 5

347

17.8%

6.3%

4.2%

10.6%

2.4%

7.3%

9.8%

LESS THAN 300M 5

542

27.9%

9.5%

4.8%

14.3%

2.4%

7.3%

9.8%

LESS THAN 500M 5

778

40.0%

15.9%

11.1%

27.0%

9.8%

12.2%

22.0%

LESS THAN 1000M 5

1,318

67.8%

25.9%

23.3%

49.2%

29.3%

22.0%

51.2%

1,925

99.0%

47.6%

47.1%

94.7%

43.9%

46.3%

90.2%

ALL TRANSACTIONS

1,944

51.3%

48.7%

100.0%

48.8%

51.2%

100.0%

LESS THAN 10B

TABLE III

FISCAL YEAR 20251

TRANSACTIONS INVOLVING THE GRANTING OF CLEARANCE BY AGENCY

CLEARANCE GRANTED AS A PERCENTAGE OF:

CLEARANCES

GRANTED TO

AGENCY

TRANSACTION RANGE

($MILLIONS)

TRANSACTIONS IN EACH

TRANSACTION RANGE

GROUP

TOTAL NUMBER

OF CLEARANCES

PER AGENCY

TOTAL NUMBER OF

CLEARANCES

GRANTED

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

100M - 150M 5

9.8%

1.6%

11.5%

6.2%

1.1%

3.2%

0.5%

3.7%

150M - 200M 5

2.1%

2.4%

4.5%

6.2%

7.6%

3.2%

3.7%

6.9%

200M - 300M 5

3.1%

0.5%

3.6%

6.2%

1.1%

3.2%

0.5%

3.7%

300M - 500M 5

5.1%

10.2%

12.4%

13.0%

6.3%

12.7%

500M - 1000M5

3.5%

4.4%

7.8%

19.6%

26.1%

10.1%

12.7%

22.8%

1000M - 10B 5

6.8%

7.3%

14.2%

42.3%

47.8%

21.7%

23.3%

45.0%

36.8%

15.8%

52.6%

7.2%

3.3%

3.7%

1.6%

5.3%

189

5.0%

4.7%

9.7%

100.0%

51.3%

48.7%

100.0%

Over 10B

ALL TRANSACTIONS

TABLE IV

FISCAL YEAR 20251

TRANSACTIONS IN WHICH SECOND REQUESTS WERE ISSUED

SECOND REQUESTS ISSUED AS A PERCENTAGE OF:

INVESTIGATIONS

WHERE SECOND 3

REQUESTS ISSUED

TRANSACTION RANGE

($MILLIONS)

TOTAL NUMBER OF

TRANSACTIONS

TRANSACTIONS IN

EACH TRANSACTION

RANGE GROUP

TOTAL NUMBER OF

SECOND REQUEST

INVESTIGATIONS

FTC

DOJ

TOTAL

FTC

DOJ

TOTAL FTC

DOJ

TOTAL

FTC

DOJ

TOTAL

100M - 150M 5

0.0%

150M - 200M 5

0.1%

0.2%

0.3%

1.0%

1.4%

2.4%

7.3%

9.8%

200M - 300M 5

0.0%

300M - 500M 5

0.2%

0.1%

0.3%

1.3%

0.8%

2.1%

7.3%

4.9%

12.2%

500M - 1000M5

0.4%

0.2%

0.6%

1.5%

0.7%

2.2%

19.5%

9.8%

29.3%

1000M - 10B 5

0.3%

0.5%

0.8%

1.0%

1.7%

2.7%

14.6%

24.4%

39.0%

0.1%

0.2%

10.5%

21.1%

4.9%

9.8%

1.0%

1.1%

2.1%

1.0%

1.1%

2.1%

48.8%

51.2%

100.0%

Over 10B

ALL TRANSACTIONS

TABLE V

FISCAL YEAR 20251

ACQUISITIONS BY REPORTING THRESHOLD

HSR TRANSACTIONS

THRESHOLD 6

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

THRESHOLD GROUP

NUMBER

PERCENT OF

THRESHOLD GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

$50M (as adjusted)

131

6.7%

1.5%

3.1%

0.0%

$100M (as adjusted)

220

11.3%

0.9%

2.7%

3.6%

0.0%

0.5%

$500M (as adjusted)

2.4%

0.0%

6.5%

0.0%

25%

0.5%

0.0%

50%

748

38.5%

7.4%

4.4%

11.8%

1.7%

1.3%

3.1%

ASSETS ONLY

197

10.1%

7.6%

7.1%

14.7%

0.0%

NCI

593

30.5%

3.9%

5.7%

9.6%

1.2%

1.7%

2.9%

ALL TRANSACTIONS

1,944

100.0%

5.0%

4.7%

9.7%

1.0%

1.1%

2.1%

TABLE VI

FISCAL YEAR 20251

TRANSACTION BY ASSETS OF ACQUIRING PERSON

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

320

16.5%

0.0%

3.1%

0.0%

50M - 100M

0.7%

0.0%

100M - 150M

0.9%

0.0%

150M - 200M

1.0%

5.3%

0.0%

5.3%

0.0%

200M - 300M

163

8.4%

0.6%

0.0%

0.6%

0.0%

300M - 500M

4.0%

3.8%

1.3%

5.1%

0.0%

500M - 1000M

170

8.7%

3.5%

4.7%

8.2%

1.2%

2.4%

1000M – 10B

609

31.3%

4.8%

3.4%

8.2%

1.3%

0.8%

2.1%

Over 10B

554

28.5%

10.3%

9.4%

19.7%

1.8%

2.5%

4.3%

ALL TRANSACTIONS

1,944

100.0%

5.0%

4.7%

9.7%

1.0%

1.1%

2.1%

TABLE VII

FISCAL YEAR 20251

TRANSACTION BY SALES OF ACQUIRING PERSON

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

NUMBER

PERCENT OF

SALES RANGE

GROUP

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

197

10.1%

0.0%

2.5%

0.0%

50M - 100M

2.7%

0.0%

100M - 150M

3.4%

3.0%

0.0%

3.0%

0.0%

150M - 200M

1.3%

3.8%

7.7%

0.0%

200M - 300M

3.3%

3.1%

4.7%

7.8%

0.0%

1.6%

300M - 500M

105

5.4%

3.8%

6.7%

10.5%

1.0%

1.9%

500M - 1000M

136

7.0%

3.7%

5.1%

8.8%

0.0%

2.2%

1000M – 10B

455

23.4%

7.3%

3.5%

10.8%

2.2%

1.1%

3.3%

Over 10B

405

20.8%

12.3%

10.4%

22.7%

2.2%

2.7%

4.9%

Sales Not Available 7

437

22.5%

0.0%

2.5%

0.0%

ALL TRANSACTIONS

1,944

100.0%

5.0%

4.7%

9.7%

1.0%

1.1%

2.1%

TABLE VIII

FISCAL YEAR 20251

TRANSACTION BY ASSETS OF ACQUIRED ENTITIES8

HSR TRANSACTIONS

ASSET RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

ASSET RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

ASSET RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Assets Not Available 8

147

7.6%

5.4%

10.9%

2.7%

2.0%

4.8%

Below 50M

208

10.7%

5.3%

1.9%

7.2%

1.0%

0.0%

1.0%

50M - 100M

178

9.2%

3.9%

1.1%

5.1%

1.7%

1.1%

2.8%

100M - 150M

149

7.7%

3.4%

2.0%

5.4%

0.0%

1.3%

150M - 200M

128

6.6%

3.9%

3.1%

7.0%

0.0%

200M - 300M

165

8.5%

3.0%

6.1%

9.1%

0.6%

1.2%

300M - 500M

168

8.6%

4.2%

6.0%

10.1%

2.4%

1.8%

4.2%

500M - 1000M

221

11.4%

5.4%

2.7%

8.1%

1.4%

0.9%

2.3%

1000M – 10B

401

20.6%

7.5%

7.2%

14.7%

0.2%

1.5%

1.7%

Over 10B

179

9.2%

3.9%

8.9%

12.8%

1.1%

2.2%

1,944

100.0%

5.0%

4.7%

9.7%

1.0%

1.1%

2.1%

ALL TRANSACTIONS

TABLE IX

FISCAL YEAR 20251

TRANSACTION BY SALES OF ACQUIRED ENTITIES 9

HSR TRANSACTIONS

SALES RANGE

($MILLIONS)

NUMBER

PERCENT

CLEARANCE GRANTED TO FTC OR DOJ

NUMBER

PERCENT OF

SALES RANGE

GROUP

SECOND REQUEST INVESTIGATIONS 3

PERCENT OF

SALES RANGE

GROUP

NUMBER

FTC

DOJ

FTC

DOJ

TOTAL

FTC

DOJ

FTC

DOJ

TOTAL

Below 50M

250

12.9%

3.2%

6.4%

1.2%

0.0%

1.2%

50M - 100M

213

11.0%

4.7%

2.3%

7.0%

0.5%

1.4%

1.9%

100M - 150M

220

11.3%

5.5%

2.3%

7.7%

0.9%

0.5%

1.4%

150M - 200M

112

5.8%

3.6%

4.5%

8.0%

1.8%

0.9%

2.7%

200M - 300M

186

9.6%

4.3%

3.8%

8.1%

1.1%

2.2%

300M - 500M

189

9.7%

4.2%

4.8%

9.0%

0.5%

2.1%

2.6%

500M - 1000M

194

10.0%

5.2%

6.2%

11.3%

1.5%

0.5%

2.1%

1000M – 10B

305

15.7%

7.9%

7.2%

15.1%

1.0%

2.3%

3.3%

Over 10B

136

7.0%

4.4%

8.1%

12.5%

1.5%

0.7%

2.2%

Sales not Available 10

139

7.2%

5.0%

5.8%

10.8%

0.7%

1.4%

ALL TRANSACTIONS

1,944

100.0%

5.0%

4.7%

9.7%

1.0%

1.1%

2.1%

1 Fiscal year 2025 figures include transactions reported between October 1, 2024 and September 30, 2025.

2 The size of transaction is based on the aggregate total amount of voting securities, non-corporate interests and/or assets held by the acquiring person as a result of the transaction

and are taken from the response to Item 2(d)(iii), 2(d)(vii), and 2(d)(ix) of the Notification and Report Form.

3 These statistics are based on the date the Second Request was issued.

4 During fiscal year 2025, 2,006 transactions were reported under the HSR Premerger Notification program. The smaller number, 1,944, reflects the adjustments to eliminate the

following types of transactions: (1) transactions reported under Section 7A(c)(6) and (c)(8) (transactions involving certain regulated industries and financial businesses); (2)

transactions deemed non-reportable; (3) incomplete transactions (only one party in each transaction filed a compliant notification); and (4) transactions withdrawn before the

waiting period began. The table does not, however, exclude competing offers or multiple HSR transactions resulting from a single business transaction (where there are multiple

acquiring persons or acquired persons).

5 The total number of filings under $50M submitted in Fiscal Year 2025 reflects corrective filings.

6 In February 2001, legislation raised the size of transaction from $15 million to $50 million with annual adjustments beginning in February 2005. As of FY 2017, the threshold

categories include non-corporate interests (NCI), encompassing transactions in which the acquiring entity acquires 50% of more of the non-corporate interests of the acquired

entity.

7 The category labeled “Sales Not Available” includes newly-formed acquiring persons, foreign acquiring person with no United States revenues, and acquiring persons who had

not derived any revenues from their investments at the time of filing.

8 Assets of an acquired entity are not available when the acquired entity’s financial data is consolidated within its ultimate parent.

9 Sales of an acquired entity are taken from responses to Item 4(a) and (b) (SEC documents and annual reports) or item 5 (dollar revenues) of the Premerger Notification and Report

Form.

10 This category includes acquisition of newly-formed entities from which no sales were generated, and acquisitions of assets which produced no sales revenues during the prior

year to filing the Notification and Report Form.

EXHIBIT B

Summary letters required by Section 102(c) of the

Merger Fee Modernization Act of 2022, including the information

required under Sections 102(a) and (b) of the MMA.

UNITED STATES OF AMERICA

FEDERAL TRADE COMMISSION

Washington, DC 20580

The Honorable Jim Jordan

Chairman, Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

June 24, 2026

The Honorable Jamie Raskin

Ranking Member, Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Scott Fitzgerald

Chairman, Subcommittee on the Administrative State, Regulatory Reform, and Antitrust

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Jerrold Nadler

Ranking Member, Subcommittee on the Administrative State, Regulatory Reform, and Antitrust

U.S. House of Representatives

Washington, D.C. 20515

Dear Representatives Jordan, Raskin, Fitzgerald, and Nadler:

On behalf of the Federal Trade Commission and the U.S. Department of Justice’s Antitrust

Division (together, the Agencies), please find below the summary required by Section 102(c) of

the Merger Filing Fee Modernization Act of 2022 (“MMA”), including the information required

under Sections 102(a) and (b) of the MMA.

Summary of the FY2025 HSR Annual Report

In fiscal year 2025, 2,006 transactions were reported under the Hart-Scott-Rodino (“HSR”) Act,

which is in line with the number of reported transactions over the past ten years apart from the

record high in fiscal years 2021 and 2022. Approximately one-third of the transactions reviewed

by the Agencies were valued over $1 billion, continuing a trend in recent years toward larger

transactions.

During fiscal year 2025, the Federal Trade Commission took enforcement actions against eight

transactions: three in which the Commission initiated litigation; three in which the Commission

issued consent orders for public comment; and two that the parties abandoned before litigation

commenced as a result of antitrust concerns raised during the investigation. The Antitrust

Division took enforcement actions against ten transactions: two in which the Antitrust Division

initiated litigation in U.S. district courts; two were resolved by the Antitrust Division filing

settlement papers simultaneously with the complaints in U.S. district courts; two transactions

that the parties abandoned in the face of questions from the Antitrust Division; and four that were

restructured after the Antitrust Division raised concerns about the threat they posed to

competition.

Section 102

(a)(1) The amount of funds made available to the Federal Trade Commission and the Department

of Justice, respectively, from the premerger notification filing fees under this section, as adjusted

by the Merger Filing Fee Modernization Act of 2022, as compared to the funds made available to

the Federal Trade Commission and the Department of Justice, respectively, from premerger

notification filing fees as the fees were determined in fiscal year 2022.

FY2025 Total Fee Estimate (Oct-Sept) – applying prior fee structure

There were 1,944 billable, reportable transactions (those for which a fee is due and the

Agencies could have issued Second Requests) received in FY2025. Actual FY2025

collections were $564,382,105.42.

360

966

618

Tier 1 Transactions @ $45,000 =

Tier 2 Transactions @ $125,000 =

Tier 3 Transactions @ $280,000 =

Total (October-September):

$16,200,000

$120,750,000

$173,040,000

$309,990,000

If the MMA did not apply, total collections for FY2025 would have been approximately

$309,990,000, with $154,995,000 made available to the FTC and $154,995,000 made

available to the Department of Justice.

Difference due to MMA: approximately +$254,392,105

(a)(2) The total revenue derived from premerger notification filing fees, by tier, by the Federal

Trade Commission and the Department of Justice, respectively.

RESPONSE: See Appendix A, attached.

(a)(3) The gross cost of operations of the Federal Trade Commission, by Budget Activity, and

the Antitrust Division of the Department of Justice, respectively.

RESPONSE:

Gross Cost of Operations

FTC

(Dollars in Millions)

Consumer Protection

Antitrust

TOTAL

DOJ, Antitrust Division

(Dollars in Millions)

Antitrust

FY2024

239

478

FY2025

217

218

435

FY2024

272

FY2025

244

(b) (1) for actions with respect to which the record of the vote of each member of the Federal

Trade Commission is on the public record of the Federal Trade Commission, a list of each action

with respect to which the Federal Trade Commission took or declined to take action on a 3 to 2

vote; and

RESPONSE: There were 18 actions during FY2025 that ended in a 3-2 vote. See

Appendix B, attached.

(b)(2) for all actions for which the Federal Trade Commission took a vote, the percentage of

such actions that were decided on a 3 to 2 vote.

RESPONSE: 8.6% during FY2025.

If you or your staff have additional questions or comments, please do not hesitate to contact

Wesley Hodges, Director of the Office of Congressional Relations, at (202) 326-2615.

Sincerely,

Andrew N. Ferguson

Chairman

Federal Trade Commission

U.S. Department of Justice

Office of Legislative Affairs

Office of the Assistant Attorney General

Washington, DC 20530

The Honorable Jim Jordan

Chairman

Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Jamie Raskin

Ranking Member

Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Scott Fitzgerald

Chairman, Subcommittee on the Administrative State, Regulatory Reform, and Antitrust

Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

The Honorable Jerrold Nadler

Ranking Member, Subcommittee on the Administrative State, Regulatory Reform, and Antitrust

Committee on the Judiciary

U.S. House of Representatives

Washington, D.C. 20515

Dear Representatives Jordan, Raskin, Fitzgerald, and Nadler:

On behalf of the Federal Trade Commission and the U.S. Department of Justice’s Antitrust

Division (together, the Agencies), please find below the summary required by Section 102(c) of

the Merger Filing Fee Modernization Act of 2022 (“MMA”), including the information required

under Sections 102(a) and (b) of the MMA.

Summary of the FY2025 HSR Annual Report

In fiscal year 2025, 2,006 transactions were reported under the Hart-Scott-Rodino (“HSR”) Act,

which is in line with the number of reported transactions over the past ten years apart from the

record high in fiscal years 2021 and 2022. Approximately one-third of the transactions reviewed

by the Agencies were valued over $1 billion, continuing a trend in recent years toward larger

transactions.

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