DOJ/FTC HSR 2025 Annual Report: Merger Filing Trends and Antitrust Enforcement Implications for Turkish Investors

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) requires parties to certain mergers, acquisitions, and joint ventures to notify the Department of Justice and the Federal Trade Commission before closing and to observe a waiting period during which the agencies may review the transaction for potential antitrust concerns. Each year, the DOJ and FTC jointly publish an Annual Report to Congress summarizing HSR filing activity, Second Request issuances, enforcement actions, and filing fee revenues for the preceding fiscal year.

The HSR Annual Report for fiscal year 2025 — covering the period from October 1, 2024 through September 30, 2025 — provides the most current data on premerger notification trends and antitrust enforcement activity in U.S. merger review. For Turkish companies and investors pursuing acquisitions, joint ventures, or other transactions involving U.S. businesses or assets, the 2025 report offers essential benchmarks for understanding the current enforcement environment, estimating review timelines, and assessing antitrust risk at the transaction planning stage.

The HSR Act applies to transactions that meet both a size-of-transaction threshold and, in most cases, a size-of-person threshold. The thresholds are adjusted annually based on changes in gross national product. For transactions closing in 2025, the primary size-of-transaction threshold was $119.5 million (adjusted from $111.4 million in 2024), with the size-of-person threshold set at $23.9 million and $239.0 million for the acquiring and acquired persons respectively.

Transactions above the size-of-transaction threshold that also satisfy the size-of-person test — or that exceed the $478.0 million "no-size-of-person" threshold — require HSR notification unless an exemption applies. Common exemptions include acquisitions of voting securities solely for investment purposes (up to 10%), acquisitions of goods or realty in the ordinary course of business, and certain intra-person transactions.

For Turkish companies acquiring U.S. businesses or assets, the HSR Act applies based on the nexus of the transaction to U.S. commerce — not the nationality of the acquirer. A Turkish company acquiring a U.S. target that meets the applicable thresholds must file HSR notification and observe the waiting period regardless of where the acquirer is incorporated or headquartered.

The 2025 HSR Annual Report documents total premerger notification filings for the fiscal year. Filing volumes are a leading indicator of M&A market activity and reflect both deal volume and the proportion of transactions that clear the applicable thresholds.

Filing volume context: HSR filing volumes fluctuate with broader M&A market conditions — interest rates, credit availability, strategic acquirer confidence, and private equity activity. The 2025 fiscal year reflected the continued normalization of deal activity following the elevated volumes of 2021–2022 and the subsequent slowdown in 2023. Technology, healthcare, and financial services remained the sectors generating the highest HSR filing volumes.

Transaction types: The 2025 report breaks down filings by transaction type — acquisitions of voting securities, acquisitions of non-corporate interests (LLC membership interests, partnership interests), and acquisitions of assets. Asset acquisitions and non-corporate interest acquisitions have grown as a proportion of total filings, reflecting the prevalence of private equity platform and add-on structures and the increasing use of LLC structures in U.S. business formation.

Foreign acquirer filings: The 2025 report includes data on filings by foreign acquirers — transactions in which the acquiring person is a non-U.S. entity. Cross-border transactions involving foreign acquirers have historically represented a significant and growing share of total HSR filings, reflecting globalization of M&A activity. Turkish acquirers fall within this category; the 2025 data provides context for the volume and sectoral distribution of cross-border inbound M&A subject to HSR review.

The most closely watched metric in the HSR Annual Report is Second Request activity — the number of transactions for which the reviewing agency issued a request for additional information and documentary material (a "Second Request") during the initial 30-day waiting period.

A Second Request extends the HSR waiting period by an additional 30 days (10 days for cash tender offers) following substantial compliance by the filing parties. Second Requests are resource-intensive, typically requiring the production of millions of documents, extensive data analyses, and depositions of company personnel. The average time from Second Request issuance to substantial compliance has historically ranged from three to six months, though complex transactions can take longer.

Second Request rate: The 2025 report documents the number of Second Requests issued as a percentage of total filings — the "Second Request rate." This rate is a direct measure of agency scrutiny intensity. Elevated Second Request rates in specific sectors signal that the agencies are applying heightened scrutiny to transactions in those industries.

Sector concentration of Second Requests: Consistent with enforcement priorities in recent years, the 2025 data reflects concentration of Second Requests in technology (software, platforms, semiconductors, AI infrastructure), healthcare (pharmaceuticals, medical devices, hospital systems, health IT), and financial services. Transactions involving vertical integration — where the acquirer and target operate at different levels of the same supply chain — and conglomerate combinations — where the parties operate in adjacent markets — have attracted disproportionate Second Request rates relative to purely horizontal combinations.

Outcomes following Second Requests: The 2025 report tracks the disposition of transactions that received Second Requests — whether the transaction closed without conditions, closed subject to a consent order requiring divestitures or behavioral remedies, was abandoned by the parties, or was challenged in federal court. The ratio of consent orders to litigation reflects agency willingness to negotiate remedies versus litigate to block transactions outright.

The 2025 HSR Annual Report documents formal enforcement actions — consent orders filed in federal court or before the FTC's administrative tribunal, and preliminary injunction actions seeking to block transactions pending full merger review.

Consent orders: Consent orders in merger cases typically require divestitures of overlapping business lines or assets to a Commission-approved buyer, behavioral remedies (supply agreements, licensing obligations, firewall requirements), or both. The 2025 data reflects the agencies' continued preference for structural remedies — divestitures — over behavioral remedies in horizontal mergers, while behavioral remedies remain more common in vertical and conglomerate cases.

Litigation activity: The agencies' willingness to litigate merger challenges — rather than accept consent orders — is a critical variable for transaction planning. The 2025 report documents preliminary injunction filings and outcomes. Successful preliminary injunctions effectively block transactions, as the extended timeline and uncertainty of full merger litigation typically cause parties to abandon the deal. The 2025 data provides current benchmarks for litigation risk assessment.

Abandoned transactions: The report also tracks transactions abandoned by parties following Second Request issuance or agency challenge. Abandonment rates — particularly in sectors with elevated Second Request rates — are relevant to deal certainty analysis and MAC clause drafting in M&A agreements.

The Merger Filing Fee Modernization Act of 2022 restructured HSR filing fees, replacing the prior three-tier fee schedule with a seven-tier schedule based on transaction value. The 2025 fiscal year was the second full year under the new fee structure. The 2025 Annual Report documents filing fee revenues under the new schedule.

The current fee tiers range from $30,000 for transactions valued between the base threshold and $173.3 million, to $2,335,000 for transactions valued above $5 billion. For Turkish acquirers, the applicable fee tier is determined by the transaction value — the total consideration paid for the acquired voting securities, non-corporate interests, or assets.

The fee restructuring significantly increased costs for large transactions while reducing fees for smaller transactions near the threshold. For Turkish companies planning U.S. acquisitions, the filing fee is a direct transaction cost that should be incorporated into deal economics at the planning stage.

The 2025 HSR data provides current benchmarks for transaction timeline planning. For transactions that clear the initial waiting period without a Second Request — the majority of HSR filings — the effective review period is 30 days from filing (or 15 days for cash tender offers). For transactions that receive Second Requests, the effective review period extends to six months or more from filing.

Turkish acquirers should incorporate HSR review timelines into deal documentation — including outside date provisions in merger agreements, MAC clause definitions, and reverse termination fee structures. The 2025 Second Request rate data by sector provides a basis for sector-specific timeline risk assessment.

The 2025 enforcement data — Second Request rates, consent order terms, and litigation outcomes by sector and transaction type — provides the empirical foundation for antitrust risk assessment in transaction planning. Turkish acquirers should conduct preliminary antitrust analysis before signing definitive agreements, with particular attention to:

• Horizontal overlaps: Transactions in which the acquirer and target compete in the same product and geographic markets carry the highest antitrust risk. The 2025 data provides current benchmarks for the market share thresholds and concentration levels that have triggered Second Requests and enforcement actions.

• Vertical integration: Transactions in which the acquirer is a supplier or customer of the target — or vice versa — have attracted increased agency scrutiny under input foreclosure and customer foreclosure theories. The 2025 data reflects the agencies' continued application of vertical theories, particularly in technology and healthcare.

• Conglomerate combinations: Transactions in which the parties operate in adjacent or complementary markets — without direct horizontal overlap or vertical relationship — have attracted scrutiny under portfolio effects and ecosystem theories, particularly in technology. The 2025 data provides context for the prevalence of conglomerate theories in current enforcement.

Turkish acquirers of U.S. businesses should be aware that HSR review and CFIUS (Committee on Foreign Investment in the United States) review are parallel, independent processes. A transaction may require both HSR notification and CFIUS review — and the timelines do not run concurrently in a coordinated fashion. CFIUS review timelines (45-day initial review, 45-day investigation, potential mitigation negotiation) can extend total pre-closing review periods significantly beyond the HSR waiting period alone.

The 2025 HSR Annual Report does not address CFIUS; however, Turkish acquirers in sectors subject to CFIUS jurisdiction — technology, critical infrastructure, sensitive personal data, defense supply chain — should plan for parallel review processes and the potential for CFIUS mitigation agreements that may affect deal terms.

The HSR Act applies not only to full acquisitions but also to certain joint ventures and partial acquisitions of voting securities or non-corporate interests. Turkish companies forming U.S. joint ventures or acquiring minority stakes in U.S. businesses should analyze HSR applicability at the transaction planning stage. The 2025 Annual Report data on non-corporate interest filings is relevant to joint venture and minority investment structures.

The DOJ/FTC HSR Annual Report for fiscal year 2025 is publicly available through the FTC's website (ftc.gov) and the DOJ Antitrust Division's website (justice.gov/atr). The report includes detailed statistical tables on filing volumes, Second Request activity, enforcement actions, and filing fee revenues, as well as narrative analysis of enforcement trends and policy developments.

Turkish companies and investors planning U.S. acquisitions or joint ventures should review the full report in conjunction with qualified U.S. antitrust counsel to assess transaction-specific HSR filing obligations, antitrust risk, and review timeline expectations.

ULF New York advises Turkish companies, investors, and businesses on U.S. antitrust compliance, HSR filing obligations, merger review strategy, and cross-border M&A transactions. Contact us for a consultation.