Reports and Research

August HSR reported transactions jump to 271 as fiscal 2026 heads for its largest total since 2022

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The Premerger Notification Office logged 271 reported transactions in August 2026, the highest monthly count of fiscal 2026 and a level no month of fiscal 2025 reached, according to preliminary data from the Federal Trade Commission. The count landed as deal trackers began reporting a sharp preliminary pullback in third-quarter M&A activity, opening a gap between what the filing data shows and what the deal-announcement data now signals.

August’s total rose 38 transactions, or 16.3%, from July’s 233 and ran 41.9% ahead of the 191 transactions the agencies finalized for August 2025 in the fiscal 2025 Hart-Scott-Rodino annual report. The FTC labels its monthly counts preliminary until the annual report is published.

Eleven months in, fiscal 2026 runs 31% ahead of last year

From October 2025 through August 2026, the premerger program has recorded 2,362 reported transactions in the FTC’s preliminary monthly table, an average of about 215 a month. The same 11 months of fiscal 2025 produced 1,805 transactions in the finalized annual report data, putting fiscal 2026 30.9% ahead. Last year’s revisions ran lower: fiscal 2025’s finalized total came in about 4.5% below the sum of the preliminary monthly counts ComplexDiscovery recorded, so the margin could narrow if fiscal 2026 follows a similar pattern.

With September still to come, fiscal 2026 has already passed the 2,006 transactions finalized for all of fiscal 2025 by 356 and the 2,031 reported in fiscal 2024 by 331. It also tops fiscal 2023’s 1,805, making the fiscal 2026 count, with a month still to report, the largest since fiscal 2022. If September matches the fiscal-year average, the year would close near 2,577 reported transactions; a repeat of August’s pace would push it past 2,630, according to ComplexDiscovery projections from preliminary data.

August filings echo a record quarter as third-quarter deals slow

Premerger filings generally follow the execution of a merger agreement or letter of intent, so August’s count can reflect earlier deal activity, which could help explain why it ran ahead of the latest deal data. EY’s August M&A activity report, by Mitch Berlin and Elizabeth Kaske, found that U.S. transactions valued at $100 million or more rose 22% in deal value and 23% in number of deals year over year in the June-through-August window.

Mid-September looked different. Preliminary LSEG data reported by Axios on Sept. 18 showed the dollar value of U.S. M&A so far in the third quarter down 61% from the second quarter and 36.5% from a year earlier, with the number of U.S. deals down 47% year over year. “This seems more dramatic than other pauses we’ve seen,” Matthew Toole, director of deals intelligence at LSEG, told Axios. “The macro issues are probably causing some buyers to question their models.”

If that slowdown holds, it could appear in subsequent HSR counts, making the first months of fiscal 2027 worth watching.

States settle the Paramount challenge as the FTC wins in court

State enforcers resolved a closely watched challenge. On Sept. 21, California Attorney General Rob Bonta and 11 other state attorneys general announced a settlement with Paramount Skydance resolving their Clayton Act suit to block its roughly $110 billion acquisition of Warner Bros. Discovery. According to the California attorney general’s office, the terms include minimum annual film output commitments, at least $1.5 billion in added domestic production investment over five years, a $47.5 million workforce fund for displaced workers and an independent compliance monitor. The settlement requires court approval. For deal teams, clearing the federal waiting period does not end antitrust exposure when states litigate on their own.

At the federal level, a court in the Southern District of New York granted the FTC a permanent injunction on Aug. 14 blocking Henkel’s $725 million acquisition of Liquid Nails after a seven-day trial, according to an FTC statement. The Justice Department said on Aug. 19 that it had closed its investigation of Seismic’s acquisition of Highspot without a challenge, citing evidence that AI-native firms were increasing competitive pressure on legacy providers. The department said the review took about three months under a timing agreement that prioritized evidence on those issues.

The HSR filing process has not changed since spring. Filers continue to use the pre-2025 form restored in March, the FTC’s appeal of the ruling that vacated the 2024 form remains in abeyance at the Fifth Circuit, and the agency has said it aims to publish any notice of proposed rulemaking on the form by the end of 2026, according to alerts from DLA Piper and Squire Patton Boggs. The minimum size-of-transaction threshold remains $133.9 million.

Growth revised up to 2.2% as the Fed turns to rate increases

The Bureau of Economic Analysis revised second-quarter real GDP growth to a 2.2% annual rate in its third estimate, released Sept. 30, up from 1.5% in the second estimate, primarily reflecting upward revisions to investment, consumer spending and government spending. The release incorporated the BEA’s annual update of the national accounts, which also revised first-quarter growth to 2.5%. Real final sales to private domestic purchasers, the sum of consumer spending and private fixed investment, rose 4.6%, revised up 0.4 percentage point.

Price pressures eased in the revision but remain elevated. The personal consumption expenditures, or PCE, price index rose at a 5.0% annual rate in the second quarter and core PCE, which excludes food and energy, rose 3.3%, each revised down 0.3 percentage point. The BEA’s August personal income and outlays report, released the same morning, showed the PCE price index up 3.4% from a year earlier and core PCE up 3.0%, while consumer spending rose 0.9% in the month. Corporate profits from current production rose $384.0 billion in the second quarter, revised down $16.9 billion.

The Federal Reserve raised the federal funds target range by a quarter of a percentage point to 3.75% to 4% on Sept. 16 in a 12-0 vote, stating that “inflation remains elevated.” Rate increases weigh on financed deals, and Axios, reporting the LSEG data, pointed to high oil prices, persistent inflation and expected rate increases among the pressures on third-quarter dealmaking. On trade, the BEA reported the July goods and services deficit widened $17.4 billion to $88.6 billion and the second-quarter current account deficit widened to $246.0 billion, or 3.0% of GDP.

What the numbers mean for second request planning

Second requests follow filings, and fiscal 2026’s cumulative count of reported transactions already exceeds each of the past three full fiscal years. The agencies issued 41 second requests in fiscal 2025, 20 by the FTC and 21 by the DOJ, equal to 2.1% of 1,944 adjusted transactions, according to the fiscal 2025 annual report. If fiscal 2026 closes near 2,577 reported transactions and the adjusted share matches last year’s, a 2.1% rate would imply roughly 52 second requests for the full fiscal year and fiscal 2024’s 3.0% rate about 75, according to ComplexDiscovery calculations. Both are full-year scenarios that include requests already issued, not forecasts.

For eDiscovery providers, legal operations teams and outside counsel, the August surge could support second request work extending into late 2026 and early 2027, since agencies generally issue requests before the initial waiting period ends while compliance can run for months. The third-quarter signing slowdown may thin the pipeline behind it. Teams that sized capacity to fiscal 2025’s lower volume should revisit those assumptions and watch the October and November counts for signs the pullback has reached the filings.

Next up: the FTC’s September count will close the fiscal year, fiscal 2027 begins Oct. 1, the BEA publishes August trade data on Oct. 6 and its advance estimate of third-quarter GDP on Oct. 29, and the court’s review of the Paramount settlement and the FTC’s review of Sysco’s $29.1 billion acquisition of Restaurant Depot remain open.

With August filings at a fiscal-year high but third-quarter signings down sharply, is your team sizing second request capacity to the filing data or to the deal data?

News sources

Assisted by GAI and LLM Technologies

Source: HaystackID published with permission from ComplexDiscovery OÜ

Advisor’s Note: As merger activity remains robust and regulatory review of significant transactions continues to demand extensive data analysis and document production, organizations should be prepared for complex antitrust investigations and accelerated response timelines. HaystackID’s Antitrust Investigation Services team brings experience from hundreds of merger reviews and regulatory matters, serving as an extension of legal and business teams throughout the lifecycle of an investigation. From HSR filings, Second Requests, and Civil Investigative Demands (CIDs) to Canadian Competition Act SIRs and EU Form CO submissions, HaystackID provides defensible data identification, collection, analytics, review, and production capabilities that help organizations efficiently manage regulatory obligations, reduce risk, and keep transaction teams focused on achieving business objectives.

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