# Federal Trade Commission (2025)

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URL: https://www.frixlaw.com/law-library/documents/agency%3Aftc%3Ad2f03c48a02e683f

## Record

- **Collection:** Agency decision
- **Document type:** Agency decision

## Text

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.
0F

1F

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.
2
Fiscal year 2025 covered the period from October 1, 2024, through September 30, 2025.
1

1

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
0

2016

2017

2018

2019

2020

2021

Fiscal Year

2

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
2F

3F

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.
4
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
3

3

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.
4F

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
5F

concerns, rather than including transactions that were abandoned in the midst of antitrust investigation for
reasons unrelated to that investigation.
5
Section 7A of the Clayton Act, 15 U.S.C. § 18a.
6
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.”).

4

transaction may substantially lessen competition or tend to create a monopoly in violation
of the antitrust laws. 7
6F

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.
7F

8F

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.
9
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.
7
8

5

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.
9F

Percentage of Transactions Resulting in Second Request
Fiscal Years 2016-2025
4.5%
4.0%

Percent of Transactions

3.5%

3.0%

3.0%

3.0%

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.
10

6

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.
12
This section only includes examples of matters where the agency took its first public action during fiscal
year 2025. See supra n.3.
11

7

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

13

8

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.

9

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)).
15
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.
16
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).
14

10

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
11

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.
19
Public Law 117-328.
17
18

12

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.
21
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.
20

13

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

54

51

45

61

48

66

47

37

59

41

25

33

26

30

23

43

25

26

30

20

1.4%

1.7%

1.3%

1.5%

1.5%

1.3%

0.8%

1.4%

1.5%

1.0%

29

18

19

31

25

23

22

11

29

21

1.6%

0.9%

0.9%

1.5%

1.6%

0.7%

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

5

0

3

265

Not Granted5

272

332

330

400

272

1,707

1,340

780

855

646

0F

1F

FTC 3
2F

Percent 4
3F

DOJ3
Percent4
Transactions Involving a Request For Early
Termination 5
4F

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.
1

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

75

April

129

150

140

163

72

261

218

114

159

106

May

168

209

222

191

57

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

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
5F

1

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
2
ACQUISITIONS BY SIZE OF TRANSACTION (BY SIZE RANGE)
HSR TRANSACTIONS

TRANSACTION RANGE
($MILLIONS)

4

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

61

3.1%

6

1

9.8%

1.6%

11.5%

0

0

0.0%

0.0%

0.0%

150M - 200M 5

286

14.7%

6

7

2.1%

2.4%

4.5%

1

3

0.3%

1.0%

1.4%

200M - 300M 5

195

10.0%

6

1

3.1%

0.5%

3.6%

0

0

0.0%

0.0%

0.0%

300M - 500M 5

236

12.1%

12

12

5.1%

5.1%

10.2%

3

2

1.3%

0.8%

2.1%

500M - 1000M5

548

28.2%

19

24

3.5%

4.4%

7.8%

8

4

1.5%

0.7%

2.2%

1000M - 10B 5

599

30.8%

41

44

6.8%

7.3%

14.2%

6

10

1.0%

1.7%

2.7%

5

19

1.0%

7

3

36.8%

15.8%

52.6%

2

2

10.5%

10.5%

21.1%

1,944

100.0%

97

92

5.0%

4.7%

9.7%

20

21

1.0%

1.1%

2.1%

Over 10B

ALL TRANSACTIONS

TABLE II
FISCAL YEAR 20251
2
ACQUISITIONS BY SIZE OF TRANSACTION (CUMULATIVE)
HSR TRANSACTIONS

TRANSACTION RANGE
($MILLIONS)

4

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

0.0%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

LESS THAN 100M 5

0

0.0%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

LESS THAN 150M 5

61

3.1%

6

1

3.2%

0.5%

3.7%

0

0

0.0%

0.0%

0.0%

LESS THAN 200M 5

347

17.8%

12

8

6.3%

4.2%

10.6%

1

3

2.4%

7.3%

9.8%

LESS THAN 300M 5

542

27.9%

18

9

9.5%

4.8%

14.3%

1

3

2.4%

7.3%

9.8%

LESS THAN 500M 5

778

40.0%

30

21

15.9%

11.1%

27.0%

4

5

9.8%

12.2%

22.0%

LESS THAN 1000M 5

1,318

67.8%

49

44

25.9%

23.3%

49.2%

12

9

29.3%

22.0%

51.2%

5

1,925

99.0%

90

89

47.6%

47.1%

94.7%

18

19

43.9%

46.3%

90.2%

ALL TRANSACTIONS

1,944

97

92

51.3%

48.7%

100.0%

20

21

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

6

1

7

9.8%

1.6%

11.5%

6.2%

1.1%

3.2%

0.5%

3.7%

150M - 200M 5

6

7

13

2.1%

2.4%

4.5%

6.2%

7.6%

3.2%

3.7%

6.9%

200M - 300M 5

6

1

7

3.1%

0.5%

3.6%

6.2%

1.1%

3.2%

0.5%

3.7%

300M - 500M 5

12

12

24

5.1%

5.1%

10.2%

12.4%

13.0%

6.3%

6.3%

12.7%

500M - 1000M5

19

24

43

3.5%

4.4%

7.8%

19.6%

26.1%

10.1%

12.7%

22.8%

1000M - 10B 5

41

44

85

6.8%

7.3%

14.2%

42.3%

47.8%

21.7%

23.3%

45.0%

5

7

3

10

36.8%

15.8%

52.6%

7.2%

3.3%

3.7%

1.6%

5.3%

97

92

189

5.0%

4.7%

9.7%

100.0%

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

0

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

150M - 200M 5

1

3

4

0.1%

0.2%

0.2%

0.3%

1.0%

1.4%

2.4%

7.3%

9.8%

200M - 300M 5

0

0

0

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

0.0%

300M - 500M 5

3

2

5

0.2%

0.1%

0.3%

1.3%

0.8%

2.1%

7.3%

4.9%

12.2%

500M - 1000M5

8

4

12

0.4%

0.2%

0.6%

1.5%

0.7%

2.2%

19.5%

9.8%

29.3%

1000M - 10B 5

6

10

16

0.3%

0.5%

0.8%

1.0%

1.7%

2.7%

14.6%

24.4%

39.0%

5

2

2

4

0.1%

0.1%

0.2%

10.5%

10.5%

21.1%

4.9%

4.9%

9.8%

20

21

41

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%

2

2

1.5%

1.5%

3.1%

0

0

0.0%

0.0%

0.0%

$100M (as adjusted)

220

11.3%

2

6

0.9%

2.7%

3.6%

0

1

0.0%

0.5%

0.5%

$500M (as adjusted)

46

2.4%

0

3

0.0%

6.5%

6.5%

0

0

0.0%

0.0%

0.0%

25%

9

0.5%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

50%

748

38.5%

55

33

7.4%

4.4%

11.8%

13

10

1.7%

1.3%

3.1%

ASSETS ONLY

197

10.1%

15

14

7.6%

7.1%

14.7%

0

0

0.0%

0.0%

0.0%

NCI

593

30.5%

23

34

3.9%

5.7%

9.6%

7

10

1.2%

1.7%

2.9%

ALL TRANSACTIONS

1,944

100.0%

97

92

5.0%

4.7%

9.7%

20

21

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

10

0.0%

3.1%

3.1%

0

0

0.0%

0.0%

0.0%

50M - 100M

14

0.7%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

100M - 150M

17

0.9%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

150M - 200M

19

1.0%

1

0

5.3%

0.0%

5.3%

0

0

0.0%

0.0%

0.0%

200M - 300M

163

8.4%

1

0

0.6%

0.0%

0.6%

0

0

0.0%

0.0%

0.0%

300M - 500M

78

4.0%

3

1

3.8%

1.3%

5.1%

0

0

0.0%

0.0%

0.0%

500M - 1000M

170

8.7%

6

8

3.5%

4.7%

8.2%

2

2

1.2%

1.2%

2.4%

1000M – 10B

609

31.3%

29

21

4.8%

3.4%

8.2%

8

5

1.3%

0.8%

2.1%

Over 10B

554

28.5%

57

52

10.3%

9.4%

19.7%

10

14

1.8%

2.5%

4.3%

ALL TRANSACTIONS

1,944

100.0%

97

92

5.0%

4.7%

9.7%

20

21

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

7

197

10.1%

0

5

0.0%

2.5%

2.5%

0

0

0.0%

0.0%

0.0%

50M - 100M

7

52

2.7%

0

0

0.0%

0.0%

0.0%

0

0

0.0%

0.0%

0.0%

100M - 150M

7

67

3.4%

2

0

3.0%

0.0%

3.0%

0

0

0.0%

0.0%

0.0%

150M - 200M

7

26

1.3%

1

1

3.8%

3.8%

7.7%

0

0

0.0%

0.0%

0.0%

200M - 300M

7

64

3.3%

2

3

3.1%

4.7%

7.8%

0

1

0.0%

1.6%

1.6%

300M - 500M

7

105

5.4%

4

7

3.8%

6.7%

10.5%

1

1

1.0%

1.0%

1.9%

500M - 1000M

7

136

7.0%

5

7

3.7%

5.1%

8.8%

0

3

0.0%

2.2%

2.2%

1000M – 10B

7

455

23.4%

33

16

7.3%

3.5%

10.8%

10

5

2.2%

1.1%

3.3%

Over 10B

7

405

20.8%

50

42

12.3%

10.4%

22.7%

9

11

2.2%

2.7%

4.9%

Sales Not Available 7

437

22.5%

0

11

0.0%

2.5%

2.5%

0

0

0.0%

0.0%

0.0%

ALL TRANSACTIONS

1,944

100.0%

97

92

5.0%

4.7%

9.7%

20

21

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%

8

8

5.4%

5.4%

10.9%

4

3

2.7%

2.0%

4.8%

Below 50M

8

208

10.7%

11

4

5.3%

1.9%

7.2%

2

0

1.0%

0.0%

1.0%

50M - 100M

8

178

9.2%

7

2

3.9%

1.1%

5.1%

3

2

1.7%

1.1%

2.8%

100M - 150M

8

149

7.7%

5

3

3.4%

2.0%

5.4%

0

2

0.0%

1.3%

1.3%

150M - 200M

8

128

6.6%

5

4

3.9%

3.1%

7.0%

0

0

0.0%

0.0%

0.0%

200M - 300M

8

165

8.5%

5

10

3.0%

6.1%

9.1%

1

1

0.6%

0.6%

1.2%

300M - 500M

8

168

8.6%

7

10

4.2%

6.0%

10.1%

4

3

2.4%

1.8%

4.2%

500M - 1000M

8

221

11.4%

12

6

5.4%

2.7%

8.1%

3

2

1.4%

0.9%

2.3%

1000M – 10B

8

401

20.6%

30

29

7.5%

7.2%

14.7%

1

6

0.2%

1.5%

1.7%

Over 10B

8

179

9.2%

7

16

3.9%

8.9%

12.8%

2

2

1.1%

1.1%

2.2%

1,944

100.0%

97

92

5.0%

4.7%

9.7%

20

21

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

10

250

12.9%

8

8

3.2%

3.2%

6.4%

3

0

1.2%

0.0%

1.2%

50M - 100M

10

213

11.0%

10

5

4.7%

2.3%

7.0%

1

3

0.5%

1.4%

1.9%

100M - 150M

10

220

11.3%

12

5

5.5%

2.3%

7.7%

2

1

0.9%

0.5%

1.4%

150M - 200M

10

112

5.8%

4

5

3.6%

4.5%

8.0%

2

1

1.8%

0.9%

2.7%

200M - 300M

10

186

9.6%

8

7

4.3%

3.8%

8.1%

2

2

1.1%

1.1%

2.2%

300M - 500M

10

189

9.7%

8

9

4.2%

4.8%

9.0%

1

4

0.5%

2.1%

2.6%

500M - 1000M

10

194

10.0%

10

12

5.2%

6.2%

11.3%

3

1

1.5%

0.5%

2.1%

1000M – 10B

10

305

15.7%

24

22

7.9%

7.2%

15.1%

3

7

1.0%

2.3%

3.3%

Over 10B

10

136

7.0%

6

11

4.4%

8.1%

12.5%

2

1

1.5%

0.7%

2.2%

Sales not Available 10

139

7.2%

7

8

5.0%

5.8%

10.8%

1

1

0.7%

0.7%

1.4%

ALL TRANSACTIONS

1,944

100.0%

97

92

5.0%

4.7%

9.7%

20

21

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.

2

RESPONSE:
Gross Cost of Operations
FTC
(Dollars in Millions)
Consumer Protection
Antitrust
TOTAL
DOJ, Antitrust Division
(Dollars in Millions)
Antitrust

FY2024
239
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

3

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.

Page 2

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.

Page 3

RESPONSE:
Gross Cost of Operations
FTC
(Dollars in Millions)
Consumer Protection
Antitrust
TOTAL
DOJ, Antitrust Division
(Dollars in Millions)
Antitrust

FY2024
239
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,

Ronald J. Lampard
Deputy Assistant Attorney General

Enclosure:
APPENDIX A: HSR PREMERGER FILING FEES
APPENDIX B: 3-2 COMMISSION VOTES - FY 2025 SUMMARY REPORT

Appendix A: HSR PREMERGER FILING FEES
FY 2025 MONTHLY SUMMARY REPORT
PREPARED BY FEDERAL TRADE COMMISSION

Filing Fee Thresholds
Filing Fee
Filings
Fees Collected
Refunds
Net Fee Income

Less than 173.3M
$30,000
146.0
4,380,000
4,380,000

FY 2025 Fee Distribution:
DOJ

Year-to-Date
282,191,052.96

FTC
Total Distributed Fees

282,191,052.46
564,382,105.42

October 2024 through January 2025
$173.3M - < $536.5M $536.5M - < $1.073B $1.073B - < 2.146B
$105,000
$260,000
$415,000
332.5
145.0
111.5
34,912,500
37,700,000
46,272,500
34,912,500

37,700,000

46,272,500

FY 2025 Fee Collections and Income
$2.146B - < $5.365B
$830,000
35.0
29,050,000

$5.365B or Greater
$2,335,000
26.0
60,710,000

Less than 179.4M
$30,000
163.5
4,905,000

$179.4M - < $555.5M
$105,000
503.0
52,815,000

29,050,000

60,710,000

4,905,000

52,815,000

February 2025 through September 2025
$555.5M - < $1.111B $1.111B - < 2.222B
$265,000
$425,000
211.5
150.0
56,047,500
63,750,000
56,047,500

63,750,000

$2.222B - < $5.555B
$850,000
80.0
68,000,000
68,000,000

$5.555B or Greater
$2,390,000
Other Amounts
TOTAL
40.0
NA
1,944.00
95,600,000
16,239,937 570,382,437.38
(6,000,332) (6,000,331.94)
95,600,000
10,239,605 564,382,105.44

APPENDIX B: 3-2 COMMISSION VOTES
FY 2025 SUMMARY REPORT
PREPARED BY THE FEDERAL TRADE COMMISSION
Action Date

Matter
Number

Total Vote Tally
Votes
Votes For
Against
3
2

Matter Name

Document Title (Circulation)

Action

10/2/2024 P859900

Misc Matters in the
Bur of Competition

Comm approv
report

10/11/2024 P064202

Negative Option
Program

MOTION TO APPROVE THE FISCAL YEAR 2023 HART-SCOTT-RODINO ANNUAL REPORT AND THE
CORRECTED FISCAL YEAR 2022 HART-SCOTT-RODINO ANNUAL REPORT FOR TRANSMITTAL TO
CONGRESS
MOTION TO AUTHORIZE STAFF TO PUBLISH A NOTICE IN THE FEDERAL REGISTER ANNOUNCING THE
FINAL TRADE REGULATION RULE AMENDMENT REGARDING THE NEGATIVE OPTION RULE

Comm act re
acts/rule under
act - NSC

3

2

11/1/2024 P072104

Misc. Matters in the MOTION TO APPROVE THE ANNUAL REGULATORY PLAN AND SEMI-ANNUAL REGULATORY AGENDA
Comm act re
Office of General
FOR INCLUSION IN THE FALL 2024 GOVERNMENT-WIDE REGULATORY PLAN AND UNIFIED AGENDA OF acts/rule under
FEDERAL REGULATORY AND DEREGULATORY ACTIONS
Counsel
act - NSC

3

2

12/2/2024 2410082

Guardian

MOTION TO ACCEPT CONSENT AGREEMENT FOR PUBLIC COMMENT

3

2

12/10/2024 V250000

Withdrawal of the

MOTION TO WITHDRAW THE ANTITRUST GUIDELINES FOR COLLABORATION AMONG COMPETITORS

Comm
accepted pt2
cons
agreement
Comm act on

3

2

12/12/2024 2110155

Southern Glazer's
Wine & Spirits

MOTION TO AUTHORIZE STAFF TO FILE A SECTION 13(B) COMPLAINT

Comm auth to
seek injunc

3

2

12/16/2024 2323052

Rytr LLC

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO
COMMENTERS OF RECORD

3

2

1/8/2025 P859900

Misc Matters in the

MOTION TO SCHEDULE A CLOSED MEETING TO CONSIDER A NON-PUBLIC LAW ENFORCEMENT

Comm issued
D&O - OCD in
pt2
Comm mtg

3

2

1/13/2025 2110191

Deere & Company

MOTION TO AUTHORIZE THE STAFF TO (1) FILE COMPLAINT IN FEDERAL DISTRICT COURT AND (2) TO

Comm auth to

3

2

1/13/2025 P251201

Labor Exemption

MOTION TO APPROVE AND ISSUE THE POLICY STATEMENT REGARDING THE EXEMPTION OF

Comm approv

3

2

1/13/2025 R111003

Earnings Claim Rule

MOTION TO APPROVE A NOTICE OF PROPOSED RULEMAKING PROPOSING A RULE ON EARNINGS
CLAIMS IN THE MULTI-LEVEL MARKETING INDUSTRY; AND APPROVE AN ADVANCE NOTICE OF
PROPOSED RULEMAKING SEEKING PUBLIC COMMENT ON WHETHER TO IMPLEMENT ADDITIONAL
RULE REQUIREMENTS CONCERNING THE MULTI-LEVEL MARKETING INDUSTRY

Comm act re
acts/rule under
act - NSC

3

2

1/13/2025 R511993

Business
Opportunity Rule

MOTION TO APPROVE A NOTICE OF PROPOSED RULEMAKING SEEKING COMMENT ON PROPOSED
AMENDMENTS TO THE BUSINESS OPPORTUNITY RULE

Comm act re
acts/rule under
act - NSC

3

2

1/15/2025 P251202

Antitrust Guidelines MOTION TO ISSUE THE JOINT FTC-DOJ ANTITRUST GUIDELINES FOR BUSINESS ACTIVITIES AFFECTING

Comm act re

3

2

1/16/2025 2210158

Non-Alcoholic

MOTION TO AUTHORIZE THE STAFF TO (1) FILE COMPLAINT IN FEDERAL DISTRICT COURT AND (2) TO

Comm auth to

3

2

1/16/2025 2410004

ExxonMobil

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO

Comm issued

3

2

Action Date

Matter
Number

Matter Name

Document Title (Circulation)

1/16/2025 2410008

Chevron/Hess

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO
COMMENTERS OF RECORD

1/16/2025 2410082

Guardian

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO
COMMENTERS OF RECORD

1/16/2025 P246202

Surveillance Pricing

MOTION TO PUBLISH THE SURVEILLANCE PRICING 6(B) RESEARCH SUMMARIES: STAFF PERSPECTIVE

Action
Comm issued
D&O - OCD in
pt2
Comm issued
D&O - OCD in
pt2
Comm act re

Total Vote Tally
Votes
Votes For
Against
3
2

3

2

3

2

UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
Washington, DC 20580

The Honorable Chuck Grassley
Chairman, Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510

June 24, 2026

The Honorable Dick Durbin
Ranking Member, Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510
The Honorable Mike Lee
Chairman, Subcommittee on Antitrust, Competition Policy, and Consumer Rights
Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510
The Honorable Cory Booker
Ranking Member, Subcommittee on Antitrust, Competition Policy, and Consumer Rights
Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510
Dear Senators Grassley, Durbin, Lee, and Booker:
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 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.

2

RESPONSE:
Gross Cost of Operations
FTC
(Dollars in Millions)
Consumer Protection
Antitrust
TOTAL
DOJ, Antitrust Division
(Dollars in Millions)
Antitrust

FY2024
239
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

3

U.S. Department of Justice
Office of Legislative Affairs

Office of the Assistant Attorney General

Washington, DC 20530

The Honorable Charles E. Grassley
Chairman
Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510
The Honorable Richard J. Durbin
Ranking Member
Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510
The Honorable Mike Lee
Chairman, Subcommittee on Antitrust, Competition Policy, and Consumer Rights
Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510
The Honorable Cory Booker
Ranking Member, Subcommittee on Antitrust, Competition Policy, and Consumer Rights
Committee on the Judiciary
U.S. Senate
Washington, D.C. 20510
Dear Senators Grassley, Durbin, Lee, and Booker:
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.

Page 2

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 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.

Page 3

RESPONSE:
Gross Cost of Operations
FTC
(Dollars in Millions)
Consumer Protection
Antitrust
TOTAL
DOJ, Antitrust Division
(Dollars in Millions)
Antitrust

FY2024
239
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,

Ronald J. Lampard
Deputy Assistant Attorney General
Enclosure:
Appendix A --- Filing Fees and Revenue Reporting FY25
Appendix B --- 3-2 Votes FY25

Appendix A: HSR PREMERGER FILING FEES
FY 2025 MONTHLY SUMMARY REPORT
PREPARED BY FEDERAL TRADE COMMISSION

Filing Fee Thresholds
Filing Fee
Filings
Fees Collected
Refunds
Net Fee Income

Less than 173.3M
$30,000
146.0
4,380,000
4,380,000

FY 2025 Fee Distribution:
DOJ

Year-to-Date
282,191,052.96

FTC
Total Distributed Fees

282,191,052.46
564,382,105.42

October 2024 through January 2025
$173.3M - < $536.5M $536.5M - < $1.073B $1.073B - < 2.146B
$105,000
$260,000
$415,000
332.5
145.0
111.5
34,912,500
37,700,000
46,272,500
34,912,500

37,700,000

46,272,500

FY 2025 Fee Collections and Income
$2.146B - < $5.365B
$830,000
35.0
29,050,000

$5.365B or Greater
$2,335,000
26.0
60,710,000

Less than 179.4M
$30,000
163.5
4,905,000

$179.4M - < $555.5M
$105,000
503.0
52,815,000

29,050,000

60,710,000

4,905,000

52,815,000

February 2025 through September 2025
$555.5M - < $1.111B $1.111B - < 2.222B
$265,000
$425,000
211.5
150.0
56,047,500
63,750,000
56,047,500

63,750,000

$2.222B - < $5.555B
$850,000
80.0
68,000,000
68,000,000

$5.555B or Greater
$2,390,000
Other Amounts
TOTAL
40.0
NA
1,944.00
95,600,000
16,239,937 570,382,437.38
(6,000,332) (6,000,331.94)
95,600,000
10,239,605 564,382,105.44

APPENDIX B: 3-2 COMMISSION VOTES
FY 2025 SUMMARY REPORT
PREPARED BY THE FEDERAL TRADE COMMISSION
Action Date

Matter
Number

Total Vote Tally
Votes
Votes For
Against
3
2

Matter Name

Document Title (Circulation)

Action

10/2/2024 P859900

Misc Matters in the
Bur of Competition

Comm approv
report

10/11/2024 P064202

Negative Option
Program

MOTION TO APPROVE THE FISCAL YEAR 2023 HART-SCOTT-RODINO ANNUAL REPORT AND THE
CORRECTED FISCAL YEAR 2022 HART-SCOTT-RODINO ANNUAL REPORT FOR TRANSMITTAL TO
CONGRESS
MOTION TO AUTHORIZE STAFF TO PUBLISH A NOTICE IN THE FEDERAL REGISTER ANNOUNCING THE
FINAL TRADE REGULATION RULE AMENDMENT REGARDING THE NEGATIVE OPTION RULE

Comm act re
acts/rule under
act - NSC

3

2

11/1/2024 P072104

Misc. Matters in the MOTION TO APPROVE THE ANNUAL REGULATORY PLAN AND SEMI-ANNUAL REGULATORY AGENDA
Comm act re
Office of General
FOR INCLUSION IN THE FALL 2024 GOVERNMENT-WIDE REGULATORY PLAN AND UNIFIED AGENDA OF acts/rule under
FEDERAL REGULATORY AND DEREGULATORY ACTIONS
Counsel
act - NSC

3

2

12/2/2024 2410082

Guardian

MOTION TO ACCEPT CONSENT AGREEMENT FOR PUBLIC COMMENT

3

2

12/10/2024 V250000

Withdrawal of the

MOTION TO WITHDRAW THE ANTITRUST GUIDELINES FOR COLLABORATION AMONG COMPETITORS

Comm
accepted pt2
cons
agreement
Comm act on

3

2

12/12/2024 2110155

Southern Glazer's
Wine & Spirits

MOTION TO AUTHORIZE STAFF TO FILE A SECTION 13(B) COMPLAINT

Comm auth to
seek injunc

3

2

12/16/2024 2323052

Rytr LLC

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO
COMMENTERS OF RECORD

3

2

1/8/2025 P859900

Misc Matters in the

MOTION TO SCHEDULE A CLOSED MEETING TO CONSIDER A NON-PUBLIC LAW ENFORCEMENT

Comm issued
D&O - OCD in
pt2
Comm mtg

3

2

1/13/2025 2110191

Deere & Company

MOTION TO AUTHORIZE THE STAFF TO (1) FILE COMPLAINT IN FEDERAL DISTRICT COURT AND (2) TO

Comm auth to

3

2

1/13/2025 P251201

Labor Exemption

MOTION TO APPROVE AND ISSUE THE POLICY STATEMENT REGARDING THE EXEMPTION OF

Comm approv

3

2

1/13/2025 R111003

Earnings Claim Rule

MOTION TO APPROVE A NOTICE OF PROPOSED RULEMAKING PROPOSING A RULE ON EARNINGS
CLAIMS IN THE MULTI-LEVEL MARKETING INDUSTRY; AND APPROVE AN ADVANCE NOTICE OF
PROPOSED RULEMAKING SEEKING PUBLIC COMMENT ON WHETHER TO IMPLEMENT ADDITIONAL
RULE REQUIREMENTS CONCERNING THE MULTI-LEVEL MARKETING INDUSTRY

Comm act re
acts/rule under
act - NSC

3

2

1/13/2025 R511993

Business
Opportunity Rule

MOTION TO APPROVE A NOTICE OF PROPOSED RULEMAKING SEEKING COMMENT ON PROPOSED
AMENDMENTS TO THE BUSINESS OPPORTUNITY RULE

Comm act re
acts/rule under
act - NSC

3

2

1/15/2025 P251202

Antitrust Guidelines MOTION TO ISSUE THE JOINT FTC-DOJ ANTITRUST GUIDELINES FOR BUSINESS ACTIVITIES AFFECTING

Comm act re

3

2

1/16/2025 2210158

Non-Alcoholic

MOTION TO AUTHORIZE THE STAFF TO (1) FILE COMPLAINT IN FEDERAL DISTRICT COURT AND (2) TO

Comm auth to

3

2

1/16/2025 2410004

ExxonMobil

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO

Comm issued

3

2

Action Date

Matter
Number

Matter Name

Document Title (Circulation)

1/16/2025 2410008

Chevron/Hess

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO
COMMENTERS OF RECORD

1/16/2025 2410082

Guardian

MOTION TO APPROVE FINAL ISSUANCE OF CONSENT ORDER AND FORWARD LETTERS TO
COMMENTERS OF RECORD

1/16/2025 P246202

Surveillance Pricing

MOTION TO PUBLISH THE SURVEILLANCE PRICING 6(B) RESEARCH SUMMARIES: STAFF PERSPECTIVE

Action
Comm issued
D&O - OCD in
pt2
Comm issued
D&O - OCD in
pt2
Comm act re

Total Vote Tally
Votes
Votes For
Against
3
2

3

2

3

2

---

Source: Frix Law Library, https://www.frixlaw.com/law-library/documents/agency%3Aftc%3Ad2f03c48a02e683f. Public record. Not legal advice.