July HSR reported transactions climb to 233 as fiscal 2026 passes 2,000 with two months to spare

Editor’s Note: July’s 233 Hart-Scott-Rodino reported transactions push fiscal 2026 to 2,091 with two months still to count, a preliminary total that already tops the finalized full-year figures for fiscal 2025 and fiscal 2024. This edition pairs that count with the fiscal 2025 annual report’s finalized monthly data, showing both the same-vintage preliminary comparison (up 23.1%) and the comparison against final figures (up 29.6%), and notes that the series counts transactions, not filings.

Three developments carry the regulatory story: a proposed final judgment providing for a record $12 million in HSR penalties against Edwards Lifesciences and Genesis MedTech, resolving FTC allegations that a deal was structured to avoid review; the DOJ’s July 23 return to targeted second requests through an optional Expedited Consideration process with a model timing agreement; and the Fifth Circuit’s decision to park the HSR form appeal until Dec. 31 while the agencies pursue a new rulemaking.

The BEA’s second estimate held second-quarter growth at 1.5% and revised quarterly price measures higher, while global M&A posted a record $2.8 trillion first half. Practitioners should use the transaction pace, the DOJ’s Priority Production model and Dechert’s shorter investigation timelines to pressure-test second request capacity for the fiscal year’s final quarter.

News Analysis – Antitrust Beat

July HSR reported transactions climb to 233 as fiscal 2026 passes 2,000 with two months to spare

ComplexDiscovery Staff

The Federal Trade Commission’s Premerger Notification Office logged 233 Hart-Scott-Rodino reported transactions in July 2026, a 20.7% jump from June’s 193 and the second-highest monthly count of the fiscal year. Since December 2021, only May 2026, at 235, has exceeded it and only January 2022, at 233, has matched it, according to FTC monthly postings and annual report tables.

The preliminary figure runs 29.4% above the 180 transactions the FTC originally posted for July 2025 and 28.7% above the finalized 181 in the fiscal year 2025 annual report. The series counts transactions, not filings: fiscal 2025 produced 3,851 filings for 2,006 reported transactions because both parties to a deal usually file. The FTC flags every monthly count as preliminary until the annual report closes the books.

Ten months in, fiscal 2026 has already passed two full-year totals

October 2025 through July 2026 now totals 2,091 reported transactions, according to the FTC’s monthly table, 23.1% above the 1,699 preliminary transactions posted for the same 10 months of fiscal 2025 and 29.6% above the finalized 1,614 for that period. The fiscal year is averaging 209 reported transactions a month with two months left before it closes Sept. 30.

The 10-month tally already exceeds the finalized full-year counts for fiscal 2025 (2,006) and fiscal 2024 (2,031). Preliminary counts get trimmed when the annual report finalizes them: the fiscal 2025 monthly postings summed to 2,101 before the July 2 annual report settled the year at 2,006, a 4.5% reduction.

The annual report, issued July 2 by the FTC and the Department of Justice, also reset the second request baseline: 41 in fiscal 2025, 20 from the FTC and 21 from the DOJ, a 2.1% rate across 1,944 adjusted transactions and down from 59 and 3.0% in fiscal 2024; 618 of those adjusted transactions, or 31.8%, were valued above $1 billion.

A record penalty and an optional faster second request track

On July 13, the FTC announced a proposed final judgment providing for $12 million in penalties against Edwards Lifesciences Corp. and Genesis MedTech Group Ltd., describing it as the largest penalty ever obtained for an HSR filing failure. The settlement resolves FTC allegations, with no admission or finding of wrongdoing, that the companies structured the deal to avoid HSR review by pairing a $115 million payment for JC Medical, just under the $119.5 million threshold then in effect, with a concurrent $25 million investment before Edwards closed in July 2024 without filing. “Companies that try to sneak deals through without lawful FTC review should take notice,” FTC Chairman Andrew Ferguson said. The maximum civil penalty remains $53,088 per day per violation, last adjusted in January 2025.

Ten days later, the DOJ’s Antitrust Division announced a return to targeted second request investigations, a process it calls Expedited Consideration, and published a model timing agreement under which parties negotiate a Priority Production of documents and custodians on the issues most likely to decide the review. Under the revised model agreement, the division will offer a front-office meeting within 21 days after the Priority Production date, or as otherwise agreed, and within 14 days after that meeting will say whether it intends to close the investigation or grant early termination, modify or narrow the second requests, or proceed without modification. Participation is optional, the division acts in its sole discretion, the agreement sets no deadline for completing the Priority Production itself, and if the investigation proceeds the parties must comply with the second requests in full or as modified. “This change will allow for quicker and more efficient review of proposed transactions,” Associate Attorney General Stanley E. Woodward Jr. said.

Filers continue to use the Form and Instructions in place before Feb. 10, 2025. On May 26, the Fifth Circuit held the government’s appeal in Chamber of Commerce v. FTC, No. 26-40094, in abeyance until Dec. 31 after the agencies said they aim to publish a notice of proposed rulemaking by year-end, according to Gibson Dunn; DLA Piper expects the older requirements to govern filings into 2027. Thresholds are unchanged since Feb. 17 at a $133.9 million minimum.

A federal judge in the Southern District of New York granted the FTC a permanent injunction Aug. 14 blocking Henkel’s $725 million acquisition of Liquid Nails, and the commission approved a final consent order Aug. 25 requiring Ascension Health to divest seven ambulatory surgery centers in its $3.9 billion purchase of AmSurg. Early termination, granted only three times in fiscal 2024, returned in volume with 265 grants in fiscal 2025.

Growth holds at 1.5% as price measures are revised higher

The Bureau of Economic Analysis’ second estimate, released Aug. 26, held second-quarter real GDP growth at an annualized 1.5%, unchanged from the advance estimate and down from 2.1% in the first quarter, with an upward revision to consumer spending partly offset by higher imports. Consumer spending, exports and investment rose while government spending fell. Real final sales to private domestic purchasers rose 4.2%, revised up from 3.9% and up from 1.7% in the first quarter, and corporate profits from current production increased $400.9 billion after a $74.4 billion first-quarter gain.

Price measures were revised higher: the PCE price index rose at a 5.3% annual rate in the quarter, from 5.1% in the advance estimate and 4.6% in the first quarter, and the core index excluding food and energy rose at a 3.6% rate, from 3.4% and 4.4%; both are quarterly changes at seasonally adjusted annual rates, not year-over-year figures. The BEA’s July personal income release, also issued Aug. 26, showed the PCE index up 3.7% from a year earlier and the core index up 3.3%. The Federal Reserve held its target range at 3.5% to 3.75% on July 29 by a 9-3 vote, three dissenters favoring a quarter-point increase, and cited “elevated uncertainty that owes, in part, to the conflict in the Middle East.”

Megadeals carry a record first half

Global M&A reached $2.8 trillion in the first half of 2026, up 48% from a year earlier and the strongest first half since LSEG’s records began in 1980, Reuters reported July 1. Forty-seven deals of $10 billion or above accounted for $1.3 trillion, nearly half of all value, while the number of announced deals fell 9% to about 24,000, a six-year low.

That concentration provides market context but does not establish the size mix of fiscal 2026 HSR-reported transactions, which arrives with next year’s annual report. The fiscal 2025 data nevertheless show why size matters: four of the 19 adjusted transactions above $10 billion drew second requests, a 21.1% rate, compared with 41 of all 1,944 adjusted transactions, or 2.1%.

What the numbers mean for second request planning

Dechert’s DAMITT report counted five of what it classifies as “significant” U.S. merger investigations concluded in the second quarter and put their average duration at 9.2 months, down from 10.8 months in the first quarter. Across the first half, nine such investigations averaged 9.9 months, over two months shorter than the full-year 2025 average. Together, the shorter DAMITT timelines and the DOJ’s optional Priority Production model suggest that some second request matters may place greater weight on rapid collection, processing and early case assessment. The available data do not yet establish a systemwide shift in review workload.

Applying fiscal 2025’s 2.1% rate to a year that finalizes near 2,300 adjusted transactions, a ComplexDiscovery working estimate built on fiscal 2025’s revision pattern and 200 reported transactions a month through September, implies about 48 second requests. Fiscal 2024’s 3.0% rate implies about 69. The range illustrates the estimate’s sensitivity to the assumed second request rate; the actual result will also depend on transaction mix, timing and agency priorities.

Watch for the FTC’s August count in mid-September, the fiscal year close Sept. 30, the BEA’s third estimate the same day, a proposed HSR rule before year-end and the Dec. 31 expiration of the Fifth Circuit abeyance.

With reported transactions running near 210 a month and the DOJ offering an optional expedited track once an agreed Priority Production is complete, is your second request playbook built for volume, for speed or for both?

News sources

• Premerger Notification Program: HSR Transactions by Month (Federal Trade Commission)
• Hart-Scott-Rodino Annual Report for Fiscal Year 2025 (Federal Trade Commission and Department of Justice)
• FTC and DOJ Issue Fiscal Year 2025 Hart-Scott-Rodino Annual Report (Federal Trade Commission)
• FTC Secures $12 Million in Penalties for Pre-Merger Reporting Act Violations (Federal Trade Commission)
• United States v. Edwards Lifesciences Corp. and Genesis MedTech Group Ltd., Proposed Final Judgment (91 Fed. Reg. 46455) (Federal Register)
• 16 CFR 1.98: Adjustment of Civil Monetary Penalty Amounts (eCFR)
• Justice Department Resumes Targeted HSR Merger Review Process (Department of Justice)
• Revised Model Timing Agreement (Department of Justice, Antitrust Division)
• Fifth Circuit Pauses Appeal of Decision Vacating 2024 HSR Rule as Antitrust Agencies Pursue Replacement Rulemaking (Gibson Dunn)
• Pre-2025 HSR rules to stay in place for now, new proposed changes expected by end of 2026 (DLA Piper)
• Federal Trade Commission and Department of Justice Seek Public Comment on the Premerger Notification and Report Form (Federal Trade Commission)
• FTC Announces 2026 Update of Jurisdictional and Fee Thresholds for Premerger Notification Filings (Federal Trade Commission)
• Statement on FTC Win Blocking Loctite, Liquid Nails Construction Adhesive Merger (Federal Trade Commission)
• FTC Approves Final Consent Order in Ascension Health-AmSurg Deal (Federal Trade Commission)
• GDP (Second Estimate) and Corporate Profits (Preliminary Estimate), 2nd Quarter 2026 (U.S. Bureau of Economic Analysis)
• Personal Income and Outlays, July 2026 (U.S. Bureau of Economic Analysis)
• Federal Reserve issues FOMC statement (Federal Reserve)
• Mega-deals fuel record M&A as boards dream big on takeovers (Reuters via Investing.com)
• DAMITT Q2 2026: Merger Timelines Shorten and EU Updates Merger Guidance (Dechert)
• June HSR reported transactions fall to 193 as preliminary FY2026 total reaches 1,858 (ComplexDiscovery)
• The second request pulse: what FY2025’s 41 investigations signal for FY2026 (ComplexDiscovery)
• HSR Filings Hit 235 in May 2026, the Highest Monthly Total Since December 2021 (ComplexDiscovery)
• HSR Filings Rise in July 2025 as Compliance and Cybersecurity Move to the Forefront of M&A (ComplexDiscovery)

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

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