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Filing volumes stabilize and consent decrees return: what the FY2025 HSR annual report reveals about Trump-era merger review

Filing volumes stabilize and consent decrees return: what the FY2025 HSR annual report reveals about Trump-era merger review
Published Date
Jul 13 2026
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Noah BrumfieldPartner, Washington DC
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Elaine JohnstonOf Counsel, New York
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Ryan LeskeCounsel, Washington DC
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Regina LoureiroAssociate, Washington DC
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Kiko DemetriouAssociate, Washington DC
The Federal Trade Commission (FTC) and the U.S. Department of Justice Antitrust Division (DOJ) (collectively, the Agencies) recently issued the Hart-Scott-Rodino Annual Report for Fiscal Year 2025 (the Report), covering the period from October 1, 2024, through September 30, 2025. The Report provides data on the Agencies’ activities in connection with the premerger notification program established under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act).

The data, summarized here, reflect enforcement outcomes achieved amid a presidential administration change, significant turnover among agency staff, and the return of negotiated settlements following the Biden administration’s preference for litigated merger challenges. During the relevant period, the now-vacated, expanded HSR obligations went into effect, FTC leadership underwent an overhaul transitioning from a 3-2 Democratic-led agency to a 3-0 Republican-led agency, and the DOJ similarly passed the baton to Republican appointee Gail Slater in March 2025. 

The FY2025 HSR Annual Report reflects the changing regulatory landscape and provides a critical baseline from which to evaluate the current administration’s enforcement framework and how it may continue to shape merger review.

Key takeaways

  • FY2025 saw 2,006 notified transactions 1,  a small decrease from the prior fiscal year’s 2,031 notified transactions. Of these, 31.8% were valued over USD1 billion, representing a 6.2% increase from the prior fiscal year.
  • The Agencies issued 41 Second Requests in FY2025 representing 2.1% of notified transactions. This is a slight decrease from FY2024 (3.0%) but consistent with FY2023 (2.1%) and generally consistent with the annual average since 2016 (2.5%).
  • In FY2025, 19 notified transactions were valued over USD10bn. Of these 19 transactions, 21.1% received a Second Request, representing 9.8% of all issued Second Requests in FY2025.
  • Of the 41 Second Requests issued in FY2025, 78% were issued to transactions valued over USD500 million (32 of 41).The Agencies initiated 18 merger enforcement actions in FY2025, compared to 32 and 28 actions in FY2024 and FY2023, respectively. Of the 18 enforcement actions:
    • five involved initiated litigations in administrative or federal courts (compared to six in FY2024)
    • five were resolved via consent decree (compared to none in FY2024)
    • eight were abandoned before litigation or restructured in the face of agency investigation (compared to 26 in FY2024).
  • The Agencies received 31 post-consummation corrective filings, from which they brought three civil penalty actions. This compares to FY2024 where the Agencies received 32 post-consummation corrective filings and brought two civil penalty actions.
  • Unlike years prior, the Agencies did not provide statistics by industry in the Report.
Pie chart showing clearances to investigate and second requests issued

Staying consistent: low clearance rates, stable number of reported transactions, and on-trend issuances of Second Requests

Despite the significant institutional changes at the Agencies during FY2025, the core metrics underlying HSR merger review—clearance rates, total reported transactions, and Second Request issuance—remained largely stable and consistent with historical norms. 

FY2025 saw 1,944 (adjusted) reported transactions. Through a process known as “clearance,” representatives of both the FTC and DOJ assign transactions raising potential competition concerns to either agency to conduct an initial investigation. Clearance to conduct an initial investigation was granted to the FTC or DOJ in 189 out of 1,944 cases (9.7%). 

For the remaining 90.3% of HSR reportable transactions, the HSR waiting period expired without either agency initiating a preliminary investigation. This reflects a comparable percentage of initial investigations cleared to the Agencies relative to FY2024 (9.3%), slightly lower than FY2023 (10.7%), and consistent with FY2022 (9.6%). However, it does represent a decline from the ten-year average (2016–2025) of 11.1%.

Of the 189 clearances to investigate, Second Requests were issued in 41 of the transactions—representing 21.7% of clearances. The FTC issued a Second Request in 20.6% of the transactions it was cleared to investigate (20 of 97) and the DOJ issued a Second Request in 22.8% of the transactions it was cleared to investigate (21 of 92).

The 1,944 (adjusted) reported transactions and 41 issued Second Requests represent a slight decline in reported transactions and a significant decline in Second Requests issued relative to FY2024, which had 1,973 (adjusted) reported transactions and 59 Second Requests. Nevertheless, both figures are significantly above FY2023 levels, which saw only 1,735 (adjusted) reportable transactions and a ten-year low of 37 Second Requests. 

In the long run, these fluctuations year over year are normal and support the anticipated stabilization to pre-2021 trends. Following a peak in adjusted reported transactions (3,413) and Second Requests issued (66) in FY2021, the number of filings and accompanying investigations has stabilized in line with historical trends. 

Trump administration’s willingness to accept remedies

While reportable transactions and Second Request rates remained stable in FY2025, the more revealing statistics lie in how the Agencies engaged in merger enforcement. Notably, the FY2025 statistics showcase the Trump administration’s return and an increase in consent decrees as compared to years prior, which is consistent with the administration’s renewed willingness and expressed preference to engage in remedy discussions with merging parties.

During the Biden administration, the number of merger enforcement actions resolved by consent decrees decreased dramatically culminating in FY2024, a year in which no merger enforcement actions were resolved via consent decree or settlement agreement. 

The return of the Trump administration marked a notable departure from this trend. In FY2025, the Agencies initiated 18 merger enforcement actions and resolved five of them with consent decrees (approximately 28%). In contrast, in FY2024 the Agencies brought 32 enforcement actions and resolved none with consent decrees, which was reflective of the Biden administration’s posture on merger enforcement.

Impact of now-vacated, expanded HSR form

The statistics also reveal one visible impact of the now-vacated, expanded HSR form, which went into effect in February 2025: the significant uptick in reportable transactions filed immediately before its implementation, followed by a pronounced dip in the following months.

As reflected in the Report, February 2025 saw 213 reportable transactions, compared to 75 in March and 106 in April—a telling indication that parties rushed to file while the “old” HSR forms were still in effect. 

The motivation to file transactions before the rule change was likely, at least in part, due to the substantial compliance burden the expanded form imposed on filing parties. The Agencies’ estimated the expanded form increased average preparation time from 37 hours to 105 hours per filing 2 —a nearly three-fold increase—with complex transactions facing an even larger increase. 

Beyond the flood of filings in February 2025, the statistics raise important questions about whether the expanded HSR form’s first year yielded any tangible benefit to the Agencies’ merger review process commensurate with the costs it imposed.  

Specifically, the statistics suggest that the additional information collected through the expanded form did not result in the Agencies identifying a significant number of additional transactions warranting further scrutiny that would not have been flagged under the prior form. The number of Second Requests issued (41) and rate of clearances to investigate (9.7%) remained largely consistent with historical trends.

Similarly, at least for the time being, the additional information collected through the expanded form did not translate into a meaningful restoration of early termination rates. In FY2025, only 29% of requested early terminations were granted (265 of 911), in contrast to FY2020 in which 76% were granted (861 of 1,133). 

Lack of industry-specific reporting

Finally, the FY2025 Report differs from years prior in that it does not provide a breakdown of enforcement actions by industry, making it more difficult to identify which sectors drew the most attention from enforcers. Based on the individual enforcement actions described in the Report, healthcare, technology, energy, and consumer-facing markets remain a focal point for the Agencies. This is consistent with the Agencies’ signaling that so-called “pocketbook” industries that directly affect prices for American consumers will be a priority.

Looking ahead: trends and things to expect

If the post-2021 trends continue to stabilize, next year’s enforcement statistics will likely be similar to those in FY2025. It will be interesting, however, to observe to what extent the significant events of FY2026 will be reflected in next year’s statistics. 

Thus far in FY2026, the U.S. District Court for the Eastern District of Texas vacated the FTC’s 2024 Final Rule, reverting filers to the pre-2025 HSR form. 3 In the wake of that decision, the Agencies issued a Request for Public Comment with intentions to engage in new rulemaking revisiting the HSR form and filing requirements. 4 Finally, the DOJ and FTC continued to face turbulent and revolving leadership that may reflect shifts in enforcement priorities. 

Footnotes

1 For statistical purposes throughout, the total number of reported transactions (2,006) will be adjusted to 1,944 to omit transactions for which the Agencies were not authorized to issue Second Requests or conduct review. These transactions include: (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.

2Premerger Notification; Reporting and Waiting Period Requirements, 89 Fed. Reg. 89216, 89331 (Nov. 12,2024) (to be codified at 16 C.F.R. pts. 801, 803).

3 See our prior client alert: “Federal District Court vacates expanded HSR Premerger Notification Rule—key takeaways” 

4 See an article published by our team in the June 2026 edition of The M&A Lawyer: “The HSR rollercoaster: form revisions, unexpected reversals, reportability reconsiderations, and the road ahead”

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