Editor’s Note: This month’s HSR update captures a market that is active, disciplined, and increasingly shaped by the quality of its controls. With 203 filings in August and 1,902 for the fiscal year to date, deal volume reflects purposeful timing rather than exuberance. The macro environment—second-quarter growth at 3.3 percent and July inflation easing toward target—supports continued execution, while a wider July trade gap counsels prudence on valuation and integration costs. For practitioners, the “why it matters” is straightforward: 2025’s expanded HSR filing content and steady enforcement posture have turned cybersecurity, information governance, and electronic discovery from supporting functions into strategic enablers. Organizations that enter the process with clean-team protocols, defensible data maps, and regulator-ready eDiscovery pipelines are closing faster, responding more confidently to second-request risk, and protecting transaction value. In short, precision beats pace—and preparedness is now a competitive advantage.
Content Assessment: Dealmaking with Discipline: An HSR Read on FY2025’s Final Stretch
Information - 93%
Insight - 92%
Relevance - 93%
Objectivity - 94%
Authority - 94%
93%
Excellent
A short percentage-based assessment of the qualitative benefit expressed as a percentage of positive reception of the recent article from ComplexDiscovery OÜ titled, "Dealmaking with Discipline: An HSR Read on FY2025’s Final Stretch."
Background Note: The Hart-Scott-Rodino (HSR) Act established the Premerger Notification Program, requiring certain mergers and acquisitions to be reported to the Federal Trade Commission (FTC) and the Department of Justice (DOJ) for antitrust review. This program ensures that transactions meeting specific thresholds are evaluated for their potential impact on competition before they are finalized. The HSR filing process plays a critical role in preserving competitive markets by identifying and addressing potential risks, such as monopolistic practices or reduced consumer choice.
Under the program, companies must submit detailed documentation about the transaction and the parties involved. A waiting period—typically 30 days—follows, allowing regulators to review the deal and determine whether further investigation is needed. This process can impact transaction timelines and requires robust compliance and information governance frameworks to manage the regulatory requirements.
Industry News – Antitrust Beat
Dealmaking with Discipline: An HSR Read on FY2025’s Final Stretch
ComplexDiscovery Staff
Through August 2025, U.S. Hart-Scott-Rodino (HSR) premerger filings reached 1,902 for the fiscal year to date—October 2024 through August 2025—including 203 filings in August. That represents a 12.8 percent increase from July’s 180 filings and a 29.3 percent rise from June’s 157, while remaining 6.9 percent below August 2024’s 218. The cadence points to active but measured dealmaking as boards balance strategic intent with regulatory and operational precision.
The macro backdrop supports that posture. According to the U.S. Bureau of Economic Analysis (BEA), real Gross Domestic Product (GDP) grew at a 3.3 percent annualized rate in the second quarter of 2025 after contracting in the first quarter, with consumer spending doing much of the lifting. In July, Personal Consumption Expenditures (PCE) rose 0.5 percent month over month, personal income and disposable personal income (DPI) both increased 0.4 percent, and the personal saving rate stood at 4.4 percent. On the price side, headline PCE inflation ran 0.2 percent month over month and 2.6 percent year over year, while core PCE—which excludes food and energy—registered 0.3 percent month over month and 2.9 percent year over year. Together, those readings describe a “cooling but not cold” price environment that eases, but does not eliminate, cost-of-capital concerns.
A single caution flag is the external sector. The U.S. international trade deficit widened to $78.3 billion in July, as imports rose 5.9 percent while exports advanced 0.3 percent, expanding the goods deficit and trimming the services surplus. While one month is not destiny, a larger deficit can weigh on top-line GDP in subsequent quarters and merits monitoring as valuations and closing models are updated.
12-Month Transaction Trend (Year-to-Year Trend, Analysis of Trend, and M&A Outlook)
From an explicitly fiscal-year perspective, monthly filing activity moved from 192 in October 2024 to 233 in November, 175 in December, 178 in January 2025, and 230 in February, before a regulatory-adjustment trough of 89 in March. It then climbed in a steady arc—117 in April, 148 in May, 157 in June, 180 in July, and 203 in August. The fiscal year-to-date average is roughly 173 filings per month, essentially matching Fiscal Year 2024’s full-year average of about 173 filings per month on 2,079 total transactions. In other words, volume is stabilizing at a resilient, pre-planning–intensive pace rather than surging.
The turning point this year was March, when market participants were still absorbing the new HSR notification requirements that took effect on February 10, 2025, as well as the updated thresholds and filing fees effective February 21, 2025. The revised filing framework broadens narrative and data requirements and formalizes separate acquiring-person and acquired-person submissions; it does not change which deals are reportable but increases the information that must be provided. Those changes naturally lengthen pre-filing preparation, sharpen reliance on clean teams for competitively sensitive information, and intensify the need for defensible information governance. Since spring, the market has re-accelerated in a controlled way as organizations right-sized internal timelines, resourced cross-functional workstreams, and synchronized HSR steps with security and data-readiness checkpoints.
The near-term outlook for the fiscal year’s final month is steadiness rather than a spike. Growth is firming while inflation cools, which tends to support board-level confidence, yet the wider July trade gap and BEA’s annual updates scheduled for late September argue for disciplined valuation work and contingency in closing calendars. Deal timing is likely to continue favoring precision—especially on data readiness for antitrust review—over raw speed.
Implications for Cybersecurity, Information Governance, and Electronic Discovery Professionals
For cybersecurity, pre-close collaboration and expanded HSR content increase the sensitivity and volume of data in motion at exactly the moment confidentiality expectations are highest. Establishing identity-centric, time-boxed access to virtual data rooms and collaboration platforms, enforcing strong authentication tied to device posture, and maintaining immutable audit logs are now table stakes. Clean-team environments that segment competitively sensitive material—such as pricing, pipeline, and compensation—should operate under documented protocols aligned with regulator expectations. Taken together, these measures reduce both breach exposure and regulatory friction during waiting periods or second-request reviews.
For information governance, the 2025 filing framework turns data discipline into a gating item for transaction timing. Deal-ready data maps that identify systems of record for structured and unstructured information, designate accountable owners, and trace cross-border flows make it feasible to respond quickly to potential Model Second Request data calls. Harmonized retention schedules, rapid legal-hold activation, and pre-exchange data minimization lower risk and speed antitrust responsiveness without compromising evidentiary integrity.
For electronic discovery (eDiscovery), preparedness pays even when a second request never arrives. Standing search frameworks aligned to likely theories of competitive harm, cloud-native review pipelines that exploit analytics to compress timelines, and pre-built, regulator-friendly production formats ensure speed without sacrificing quality. Because the Federal Trade Commission (FTC) administers electronic submission through its Kiteworks portal, discovery cadence should be synchronized with current filing and refile procedures so that evidentiary and procedural clocks stay aligned.
Conclusion and Considerations
The August readout is clear: U.S. dealmaking is active, disciplined, and increasingly data-driven. Filers reached 1,902 transactions fiscal year-to-date with 203 in August, a pace that mirrors last year’s average while reflecting deeper preparation and stronger alignment among legal, security, data, and finance functions. The macro environment is constructive—GDP growth at 3.3 percent annualized in the second quarter, household income and spending both rising in July, and inflation easing toward policymakers’ comfort zone—though not without risks, including a wider July trade gap and the prospect of revised national accounts later this month. The edge goes to acquirers that practice precision over pace by operationalizing cybersecurity controls, information-governance discipline, and eDiscovery readiness from diligence through day one
Analysis based on Hart-Scott-Rodino filing data through August 2025, U.S. Bureau of Economic Analysis reports, and industry observations. For the most current HSR statistics and regulatory updates, consult Federal Trade Commission publications and qualified legal counsel.
HSR Transaction Activity by the Numbers
HSR Transactions by Fiscal Year: 2000–2025
Across a quarter-century, annual filing volumes have swung sharply—from a dot-com-era peak above 4,900 to a financial-crisis trough near 700—but the long arc shows resilience. In recent years, filings have clustered in a recalibrated but steady range. With 1,902 filings recorded through August 2025, the current fiscal year is pacing close to the post-pandemic average, reflecting a market that prizes diligence and compliance readiness as much as speed.
Chart 1: HSR Act Annual Transactions Reported in Fiscal Years 2000 – 2025
HSR Act Merger Transactions Reported - August 2025HSR Transactions by Month: October 2024 – August 2025
The year opened solidly, with 233 filings in November and 230 in February, then hit a low of 89 in March as organizations adapted to the new notification requirements effective February 10, 2025, and updated thresholds and fees effective February 21, 2025. From April (117) forward, momentum returned in a measured climb to August (203). The fiscal year-to-date average—about 173 per month—sits essentially in line with the prior year’s cadence, underscoring stability amid stricter filing content.
Chart 2: Monthly HSR Act Transactions Reported in the Fiscal Year 2025 (October-September)
HSR Act Merger Transactions Reported - FY 2025 - August 2025HSR Transactions by Month: Fiscal Year 2024
Fiscal Year 2024 delivered 2,079 total filings with a low of 135 in February and a high of 218 in August. That full-year pattern serves as a practical baseline for evaluating this year’s like-for-like performance and helps explain why today’s steady, compliance-forward rhythm looks intentional rather than hesitant.
Chart 3: Monthly HSR Act Transactions Reported in the Fiscal Year 2024 (October-September)
HSR Act Merger Transactions Reported - FY 2024 - FinalHSR Transactions by Month: Fiscal Year 2023
Fiscal Year 2023 closed at 1,805 transactions, with most months clustered between 140 and 190 filings. The year reflected a market navigating economic adjustment and evolving enforcement priorities—useful context for understanding why 2025’s filing tempo emphasizes readiness and evidentiary discipline.
Chart 4: Monthly HSR Act Transactions Reported in the Fiscal Year 2023 (October-September)
HSR Act Merger Transactions Reported - FY 2023 - FinalHSR Transactions by Month: Fiscal Year 2020 (Pandemic Impact)
The initial pandemic shock led to volumes dropping to 57 in May 2020, followed by a rebound later in the fiscal year. That episode illustrates how exogenous shocks can reshape deal timing, yet also highlights the market’s tendency to recover—an echo in today’s environment, where regulatory changes created a temporary dip followed by renewed, deliberate activity.
Chart 5: Monthly HSR Act Transactions Reported in the Fiscal Year 2020 – Initial Pandemic Economic Impact in April and May
HSR Act Merger Transactions Reported - FY 2020 (Pandemic Impact)Comparative Takeaway (2020–2025)
Taken together, these charts portray a resilient and adaptive U.S. mergers and acquisitions (M&A) landscape. The pandemic year (2020) exposed vulnerability to sudden shocks but also demonstrated a rapid capacity to rebound. Fiscal Year 2023 and Fiscal Year 2024 showed steady deal activity amid economic recalibration, while Fiscal Year 2025 to date reflects a measured return to growth: filings dipped to a March trough as organizations absorbed new Hart-Scott-Rodino (HSR) form and fee changes, then climbed month by month into August, reaching 203 for the month and 1,902 year to date. The long view is unchanged—volumes ebb and flow with economic conditions and enforcement cycles—but the strategic imperative for combinations endures, driven by adaptation, consolidation, and growth. What is different in 2025 is the premium on readiness: transactions are advancing not through speed alone but through precision, with robust cybersecurity, disciplined information governance, and regulator-ready electronic discovery converting compliance into momentum.
News Sources
- Premerger Notification Program | Federal Trade Commission (ftc.gov)
- Personal Income and Outlays, July 2025 | U.S. Bureau of Economic Analysis (BEA)
- U.S. International Trade in Goods and Services, July 2025 | U.S. Bureau of Economic Analysis (BEA)
- Gross Domestic Product, 2nd Quarter 2025 (Second Estimate) and Corporate Profits (Preliminary) | U.S. Bureau of Economic Analysis (BEA)
- HSR Filings Rise in July 2025 as Compliance and Cybersecurity Move to the Forefront of M&A
Assisted by GAI and LLM Technologies
Additional Reading
- HSR Act Reporting: A ComplexDiscovery Chronology
- FTC Annual Competition Reports (Hart-Scott-Rodino Act Reports)
Source: ComplexDiscovery OÜ