The Federal Trade Commission and the Antitrust Division of the US Department of Justice have jointly released their 48th annual Hart-Scott-Rodino report.
The HSR Act, formally known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976, requires parties to certain large transactions to notify federal regulators before completing a deal.
During fiscal year 2025, a total of 2,006 transactions were reported under the HSR Act, a figure nearly identical to the 2,031 transactions reported in fiscal year 2024.
The stability in overall filing numbers masks a significant structural shift toward larger deals within the reported transaction pool.
Approximately 31.8 percent of all reported transactions in fiscal year 2025 were valued at $1 billion or more, marking a substantial rise from prior years.
In fiscal year 2019, billion-dollar-plus deals accounted for just 13.3 percent of reportable transactions, and that share has grown every single year since then.
The agencies issued 41 Second Requests in fiscal year 2025, representing approximately 2.1 percent of all reported transactions during that period.
Second Requests have consistently fallen within a narrow band, with every year since fiscal year 2016 seeing between 1.6 and 3.0 percent of reported transactions triggering the additional scrutiny.
The agencies pursued a combined 18 merger enforcement actions in fiscal year 2025, with the DOJ bringing 10 and the FTC handling the remaining eight.
These enforcement actions spanned a broad range of industries, including health care, technology, energy, and manufacturing, reflecting the agencies’ wide regulatory reach.
The report also detailed a number of premerger compliance investigations and actions the agencies brought to ensure compliance with the HSR Act’s requirements.
The annual findings were analysed by E. John Steren, Patricia M. Wagner, and Jeremy R. Morris of Epstein Becker and Green, P.C., specialists in antitrust and trade regulation.