Editor’s Note: HSR filings reached 203 in March 2026 — the highest monthly total since December 2025 and a sharp departure from the 89-filing low recorded in March 2025, when the new expanded form paralyzed deal flow. The recovery reflects both practitioner adaptation and a March 19, 2026, appellate ruling that restored the legacy HSR form, removing the compliance burden that had suppressed activity for nearly a year. Set against a Q4 2025 GDP growth rate of just 0.5 percent — the lowest quarterly reading in years, shaped in part by the federal government’s October–November 2025 shutdown — the filing rebound underscores that deal demand has returned even as the macroeconomic foundation remains fragile. The FTC and DOJ joint public inquiry on HSR form effectiveness, with a May 26 comment deadline, means the regulatory framework governing premerger notification is actively under review. Legal teams, deal advisors, and eDiscovery professionals tracking Second Request demand should use this update to calibrate pipeline expectations for the balance of FY2025.
Content Assessment: HSR Filings Hit 203 in March 2026 as Court Overturns Expanded Form and GDP Slips to 0.5%
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HSR Filings Hit 203 in March 2026 as Court Overturns Expanded Form and GDP Slips to 0.5%
ComplexDiscovery Staff
The premerger notification program logged 203 transactions in March 2026 — the highest monthly total since December 2025’s 232 and a figure that would have been unremarkable just 18 months ago. Against the backdrop of March 2025, when filings collapsed to 89, a number not seen since the depths of the COVID-19 pandemic, the March 2026 count represents a 128 percent year-over-year gain. The story behind that number is not simply one of recovered deal appetite. It is a story of a regulatory process thrown into court, reversed mid-stream, and now being rethought from scratch.
The monthly data from the Federal Trade Commission’s Premerger Notification Office tells the broader arc. After the final pre-new-form rush of 230 filings in February 2025, the March 2025 plunge to 89 marked the sharpest single-month drop in the program’s recent history. The revised HSR form, which took effect on February 10, 2025 — requiring detailed narrative descriptions of competitive overlaps, supply relationships, deal rationale, and ownership structures — had created a filing environment that legal practitioners described as substantially more burdensome and time-consuming. Activity remained depressed through spring 2025, with April at 117, May at 148, and June at 157, before the market adapted and filings climbed back through the second half of the year.
HSR Act Merger Transactions Reported - FY 2026 - 041226
HSR Act Merger Transactions Reported - FY 2025 - 041226
The Court Steps In
What changed the regulatory calculus was not dealmakers adjusting to the new form — it was the courts. On February 12, 2026, a federal district court vacated the updated HSR form entirely, ruling that the sweeping 2025 changes had exceeded the agencies’ rulemaking authority. The court initially stayed the decision for seven days, keeping the new form in place through February 19. On February 20, the U.S. Court of Appeals for the Fifth Circuit granted an administrative stay, temporarily reviving the expanded form. That stay collapsed on March 19, 2026, when the appellate court denied the FTC’s motion for a stay pending appeal. The Premerger Notification Office announced immediately that filers could use the legacy form — the one that had governed premerger notification for nearly five decades before February 2025 — while the agencies continue to accept the updated form from filers who choose to submit it voluntarily. The merits appeal remains pending at the Fifth Circuit, leaving open the possibility that a future ruling could reinstate the expanded requirements or require new rulemaking.
The practical effect on filings is visible in the monthly table. February 2026 came in at 188, a figure shaped by the legal uncertainty hanging over which form to use. March 2026’s 203 — filed entirely under a restored, familiar framework — reflects practitioners who could once again work within a process they understood. The FTC and DOJ continue to accept filings made pursuant to the updated February 2025 form on a voluntary basis, but the baseline requirement reverted to the legacy standard.
The agencies have not conceded the policy debate. On March 25, 2026, the FTC and DOJ jointly launched a public inquiry seeking comment on the effectiveness of the updated premerger notification form. The request for information asks whether the expanded requirements improved the agencies’ ability to identify anticompetitive mergers and accelerate Second Request determinations, while also asking whether the compliance burden outweighed the informational value. Comments are due May 26, 2026. The agencies have signaled they may pursue new rulemaking regardless of how the litigation resolves.
GDP Context: A Weak Foundation for Deal Activity
The economic environment supporting M&A activity in early 2026 is measurably weaker than the filing rebound might suggest. According to the U.S. Bureau of Economic Analysis’s third estimate released April 9, 2026, real gross domestic product expanded at an annualized rate of just 0.5 percent in the fourth quarter of 2025 — a downward revision of 0.2 percentage points from the second estimate, and a dramatic deceleration from the 4.4 percent pace recorded in the third quarter. Consumer spending and investment were positive contributors, but government spending and exports declined. The BEA estimated that the partial federal government shutdown from October through November 12, 2025, subtracted about 1.0 percentage point from the headline figure — a partial-effects estimate the agency qualified by noting the full impact cannot be separately quantified because it is embedded in the underlying source data.
The PCE price index rose 2.6 percent for the full year 2025, matching 2024’s rate, while the core PCE excluding food and energy came in at 2.8 percent. With inflation above the Federal Reserve’s 2 percent target and growth approaching stall speed, the conditions that historically suppress deal financing and compress buyer confidence are present. Real final sales to private domestic purchasers — a measure that strips out volatile trade flows and inventory swings — increased 1.8 percent in the fourth quarter per the BEA’s third estimate, revised down from 1.9 percent in the prior release, suggesting the underlying private economy is not yet contracting. But the margin between a resilient private sector and a broader slowdown is narrowing.
Given the continued headwinds — tariff uncertainty, elevated energy prices linked to geopolitical tensions, and a consumer sector facing thinning savings buffers and tighter credit — many analysts expect the sequential growth trajectory to remain challenged. Goldman Sachs has maintained a full-year 2026 growth estimate above 2 percent, banking on investment unlocked by fiscal policy. Morgan Stanley has adopted a more cautious posture, citing the risk that sustained energy cost pressures could act as a structural drag on consumer activity.
The Threshold Shift and What It Means for Filing Volume
Alongside the court-driven reversion to the legacy form, 2026 brought its annual upward adjustment to HSR jurisdictional thresholds. Effective February 17, 2026, the minimum size-of-transaction threshold rose from $126.4 million to $133.9 million — a roughly 6 percent increase reflecting changes in gross national product, as required annually under the HSR Act. Transactions valued above $535.5 million are reportable regardless of the size of the parties, up from $505.8 million. The corresponding size-of-person thresholds increased to $267.8 million and $26.8 million.
Higher thresholds take some transactions out of the mandatory reporting universe, which introduces a modest structural downward bias in raw filing counts even when underlying deal activity increases. Law firms, legal departments, and deal advisory teams using monthly HSR counts as a demand indicator for regulatory review work should factor the threshold shift into year-over-year comparisons. The maximum civil penalty for HSR Act violations stood at $53,088 per day as of early 2026, with the FTC’s annual inflation adjustment expected to push that figure modestly higher once published in the Federal Register — a compliance incentive that remains substantial regardless of which form filers are using.
What the Running FY2026 Numbers Show
The FTC’s fiscal year runs from October through September. Through the first six months of FY2026 — October 2025 through March 2026 — the preliminary transaction count totals 1,245, built from October’s 215, November’s 227, December’s 232, January’s 180, February’s 188, and March’s 203. That first-half pace, if sustained, would project to a full-year total broadly in line with FY2024’s 2,031 transactions, the last fiscal year covered by a published HSR Annual Report, which itself represented a 12.5 percent increase from FY2023’s 1,805. Whether the second half holds that trajectory depends heavily on how the GDP picture evolves, how the HSR rulemaking process unfolds, and how cross-border deal activity responds to tariff dynamics.
FY2024 data showed that approximately one-quarter of all reported transactions were valued above $1 billion — continuing what the agencies have described as a trend toward larger and more complex deals. The K-shaped nature of the current M&A market reinforces that pattern. PwC’s global M&A analysis documented 111 transactions valued above $5 billion in 2025, up 76 percent from 63 such deals in 2024. Deal values rose 36 percent year-over-year, even as deal volumes increased only 1 percent. Large-cap strategic acquirers have the balance sheet and the strategic clarity to proceed; mid-market activity remains constrained by valuation gaps, financing friction, and the lingering uncertainty that makes boards cautious about committing capital.
HSR Act Merger Transactions Reported 2000-2026 041226
Tariffs, Geopolitics, and the M&A Calculus
M&A practitioners have spent much of 2025 and early 2026 building tariff analysis into deal diligence in ways that were essentially absent from transaction work five years ago. According to EY’s Deal Barometer, the pessimistic scenario for 2026 — in which higher US tariffs worsen inflation, geopolitical tensions lift input costs, and tighter immigration policy reduces labor supply — projects total deal volume contracting by roughly 3 percent. The optimistic scenario, contingent on meaningful tariff reductions and easing trade tensions, points to stronger activity above the current consensus.
Bain & Company’s analysis of 2025 M&A found that the April 2025 tariff announcements did slow deal activity initially — but the pullback proved short-lived. Cross-border deal rates did not fall substantially, though the composition shifted: US acquirers became more likely to pursue domestic targets, while non-US companies showed reduced appetite for US-based assets. That pattern, if it extends into 2026, would tend to favor the domestic transaction types that generate HSR filings while reducing the inbound cross-border deals that might otherwise appear in the premerger notification data.
Heightened Middle East tensions — particularly the strain on tanker traffic through the Strait of Hormuz — have pushed energy prices sharply higher, raising the risk of cost-push inflation that unsettles deal financing windows and compresses the acquisition multiples buyers are willing to pay. For eDiscovery, legal services, and information governance professionals who use HSR filing data as a leading indicator of Second Request volume and regulatory review demand, the current environment requires reading the headline filing count alongside the economic and regulatory variables that will determine whether that number translates into substantive enforcement work.
Second Requests are in‑depth follow‑up demands from the FTC or DOJ for additional documents, data, and testimony that significantly extend the timeline and cost of HSR merger review.
The Road Ahead for HSR Compliance
The return of the legacy HSR form removes the immediate compliance uncertainty that suppressed filings in the first half of calendar 2025. But the regulatory path forward is anything but settled. The joint FTC/DOJ public inquiry closing May 26 will shape whether the agencies pursue a new rulemaking that draws on lessons from the year the updated form was in effect — or whether they conclude that the 50-year-old legacy form, with targeted modernization, remains adequate for evaluating contemporary transactions, including acquihires, convertible securities, and institutional acquisitions of single-family housing. The agencies have explicitly stated they are considering all of these transaction types as potential subjects of future disclosure requirements.
For legal operations professionals, the practical message is straightforward: file under the legacy form, monitor the public inquiry, and build scenario planning for another form change into compliance roadmaps. The agencies’ stated commitment to reducing the burden on non-problematic transactions while preserving the ability to identify anticompetitive deals quickly suggests the eventual revised form will be more targeted than the 2025 version — but the timeline and scope of any new rulemaking remain open questions.
What does a 203-filing month in March 2026, set against 0.5 percent GDP growth and a restored legacy regulatory form, tell us about the state of deal activity? It tells us that practitioners have adapted, that deal demand remains present even if not robust, and that the HSR program is entering a period of deliberate institutional self-examination. The filing count is back in a normal range. Whether the underlying deal environment returns to the elevated volumes of FY2021 and FY2022 will depend on whether macroeconomic and geopolitical conditions allow corporate boardrooms to commit capital with the confidence sustained M&A activity requires.
As the Q1 2026 GDP advance estimate approaches on April 30, and as the HSR public inquiry comment period unfolds through May, professionals tracking this space should watch whether deal volume in April and May sustains the March rebound — or whether the economic signals in the GDP data begin to assert a gravitational pull on filing activity. The numbers so far say resilience. The macro backdrop says proceed with eyes open.
What factors are you watching most closely as you evaluate HSR compliance strategy for the second half of 2026 — the pending rulemaking, the macroeconomic indicators, or the tariff and cross-border dynamics reshaping deal sourcing?
News Sources
- FTC Premerger Notification Program – HSR Transactions by Month
- BEA GDP Third Estimate, Q4 2025 (April 9, 2026)
- BEA GDP Advance Estimate, Q4 2025 (February 20, 2026)
- FTC Press Release: FTC and DOJ Seek Public Comment on Premerger Notification Form (March 25, 2026)
- FTC: New HSR Thresholds and Filing Fees for 2026
- FTC and DOJ Issue Fiscal Year 2024 Hart-Scott-Rodino Annual Report (September 17, 2025)
- PwC Global M&A Industry Trends: 2026 Outlook
- EY M&A Activity Report: February 2026
- Bain & Company: Looking Back at M&A in 2025 (2026 M&A Report)
- Morgan Stanley: Global M&A Activity Outlook 2026
- A&O Shearman: HSR In Transition — FY2024 HSR Annual Report
- Covington & Burling: FTC Announces 2026 Update of Jurisdictional and Fee Thresholds
- ComplexDiscovery: HSR Filings Fall Sharply in March 2025 – Lowest Monthly Total Since Early Pandemic
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Additional Reading
- HSR Act Reporting: A ComplexDiscovery Chronology
- FTC Annual Competition Reports (Hart-Scott-Rodino Act Reports)
Source: ComplexDiscovery OÜ

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