FTC and DOJ Antitrust Division Publish HSR Annual Report for FY 2025

Key Takeaways

• Forty-one Second Request investigations were opened, and 18 transactions were contested by the Agencies, both down from fiscal year (FY) 2024. But certain industries, including agriculture and food, housing, electricity, and healthcare, remain priorities for the administration.
• Consent orders/decrees have returned as a viable pathway to closing a transaction with a negotiated remedy.
• The trend of increasingly large transactions, in excess of $1 billion, has continued.
• There were 2,006 Hart-Scott-Rodino Act (HSR Act) reportable transactions noticed, a number relatively flat year over year. Early Termination was reintroduced in February 2025, and it was granted for 29 percent of Early Termination requests across the entire year - a sizable increase year over year but still well below the 70+ percent grant rate that was typical before FY 2021.

On July 2, the Federal Trade Commission (FTC) and the Department of Justice Antitrust Division (DOJ) (together, the Agencies) jointly released the Fiscal Year 2025 Hart-Scott-Rodino (HSR) Annual Report. The report provides HSR statistics and discusses trends observed in HSR filings during the fiscal year. There is no current impact on HSR filing thresholds or fees, which are updated annually in the first quarter of the calendar year.[1]

In FY 2025, filings for 2,006 HSR-reportable transactions were reported to the Agencies. This was a slight drop from FY 2024, when 2,031 transactions were reported. And this volume of filings remains well below the two post-COVID-19 boom years, FY 2021 and FY 2022, each of which saw more than 3,000 reported transactions. Following the return of Early Termination in February 2025, 265 transactions were granted Early Termination in FY 2025.

Of the more than 2,000 HSR notifications filed, 41 Second Requests were issued. This represents a drop from 3 percent in FY 2024 to 2.1 percent in FY 2025.

In FY 2025, eighteen transactions were contested by the Agencies. Of these:

• The Agencies initiated contested litigation in five matters seeking to enjoin the transaction;
• The Agencies reached five consent decrees/orders with the parties to resolve competition concerns;
• The parties voluntarily restructured four transactions to resolve competition concerns; and
• The parties abandoned four transactions.

The difference from prior years is the return of consent orders/decrees. For example, in FY 2024, only two consent decrees were agreed to, but were later vacated. The overwhelming majority of contested transactions were abandoned. Similarly, in FY 2023, there were only three consent decrees/orders, and the vast majority of contested transactions were abandoned. This shift signals that the Agencies are willing to compromise to eliminate what they view as problematic aspects of transactions, but still allow a given transaction to proceed to closing.

A trend that persists is the growing percentage of large transactions reported. The percentage of transactions valued in excess of $1 billion has been on the rise since FY 2019. In FY 2019, 13.3 percent of reported transactions exceeded $1 billion; after six years of steady increases, in FY 2025, 31.8 percent of reported transactions exceeded $1 billion. The aggregate value of all transactions reported was $2.5 trillion.

Finally, the Agencies provided a summary of enforcement and other highlights over the course of the year. The FTC's enforcement efforts focused on some of the industries that remain at the center of the public discourse on affordability - medical devices and gasoline, among others. The DOJ similarly focused on the healthcare insurance and technology sectors. This is consistent with the Agencies' recent public messaging that food, housing, electricity, and healthcare are industries of particular public concern. Associate Attorney General Stanley Woodward and former Acting Assistant Attorney General Omeed A. Assefi of the DOJ's Antitrust Division reiterated that "pocketbook" and "affordability" issues remain the Agencies' focus.[2]

The highlights of the report also included commentary on the now-invalidated 2025 HSR form,[3] with a forward-looking passage about the potential for a forthcoming rulemaking to promulgate another new HSR form.

What does this mean for HSR filers?

The statistics show that the Agencies remain committed to clearing the vast majority of transactions that do not cause competitive concerns. The Agencies appear more willing to accept negotiated relief, limited in scope, to address competition concerns while allowing a transaction to proceed. While it remains a favorable environment for transacting parties, certain industries may be subject to closer scrutiny, particularly as the cost of living remains a salient topic. Transactions involving healthcare, technology, energy, and food producers could face scrutiny as the Agencies look to restrain costs of household expenditures.

It also remains to be seen how the Agencies will revise the HSR form, if at all, before the end of the year.

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BakerHostetler's HSR team has extensive experience in assessing HSR reportability, preparing HSR submissions, and conducting cost-effective post-filing advocacy, including successful clearance of Second Request investigations. The HSR team includes former DOJ Antitrust Division leaders and state attorney general personnel who have experience investigating mergers for competition concerns. Please feel free to contact any of our experienced professionals if you have questions about this alert.

[1] https://www.bakerlaw.com/insights/2026-hsr-filing-thresholds-and-filing-fees-announced-2026-interlocking-directorate-thresholds-announced/

[2] https://www.justice.gov/opa/pr/justice-department-requires-egg-producers-end-coordinated-benchmark-manipulation

[3] https://www.bakerlaw.com/insights/federal-court-vacates-and-sets-aside-the-new-hsr-form/