On August 26, 2026, the U.S. Department of Justice (DOJ) announced a proposed settlement with KKR & Co. GP LLC and several affiliates and funds (collectively, KKR) that would require KKR to pay a $250 million civil penalty to resolve allegations that the private equity firm repeatedly violated the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The penalty is the largest ever imposed for violations of the HSR Act—more than 20 times the size of the previous record civil penalty obtained by the DOJ.

The settlement sends a clear message to companies that, even as the DOJ seeks to streamline substantive merger review, the agency continues to place significant emphasis on compliance with the procedural requirements of the HSR Act. In particular, repeat filers and companies with decentralized deal teams should carefully review their processes for identifying, collecting and submitting documents required for HSR filings.

1. DOJ alleged a pattern of HSR violations

The DOJ filed its original complaint against KKR in January 2025, alleging violations involving at least 16 transactions during 2021 and 2022. According to the DOJ, KKR’s misconduct fell into three principal categories: (1) failing to submit required documents with their HSR filings, (2) altering documents that were submitted to the antitrust agencies, and (3) failing to make required HSR filings before consummation.

First, the DOJ alleged that KKR systematically failed to produce required transaction-related documents in connection with at least ten transactions. Item 4(c) and Item 4(d) of the pre-2025 HSR form requires parties to submit specified transaction-related materials, including certain competitive analyses prepared by or for officers or directors, confidential information memoranda, and certain materials prepared by third-party advisers. The DOJ alleged that KKR failed to collect and submit responsive documents prepared by or for officers and directors, including investment committee materials and other documents prepared in connection with KKR’s evaluation of proposed transactions. DOJ’s complaint alleged that these deficiencies reflected broader problems with KKR’s document collection practices rather than isolated oversights, and often came to light only because the agency subpoenaed additional documents following submission of the HSR Form.

Second, the DOJ alleged that KKR altered documents before submitting them to the antitrust agencies in connection with at least eight transactions, including by deliberately removing pages and other information from responsive documents. The DOJ alleged that some of the deleted material addressed competitive overlaps, market conditions, post-merger plans and future acquisition strategies. For example, the complaint alleges that in one instance a KKR partner instructed a subordinate to “revise” a document “for HSR purposes” by deleting material relating to “competitive behavior.”

Third, the DOJ alleged that KKR failed to make required HSR filings before completing at least two transactions. The HSR Act generally requires parties with transactions meeting applicable statutory thresholds to notify the antitrust agencies and observe a waiting period before closing. The DOJ alleged that KKR consummated two reportable acquisitions without first satisfying those requirements.

2. Settlement imposes a record penalty and follows heightened compliance measures

Under the settlement, KKR will pay a $250 million civil penalty to resolve the government’s claims. In explaining the settlement, the DOJ noted that KKR had already implemented a more robust compliance program designed to mitigate the risk of future violations, a factor DOJ considered in reducing the penalty from the maximum amount available under the HSR Act.

The magnitude of the penalty is notable. The DOJ characterized the $250 million settlement as the largest HSR Act penalty in history and more than 20 times the prior record civil penalty. The settlement resolves litigation that began during the prior presidential administration, also showing that HSR compliance remains an enforcement priority under the current DOJ.

Notwithstanding the settlement, KKR has strongly disputed the DOJ’s characterization of its conduct and filed a separate, related action challenging the government’s enforcement effort before ultimately agreeing to the settlement.

3. Key takeaways for companies and dealmakers

The KKR settlement is an important reminder that HSR compliance extends beyond determining whether a transaction meets the applicable filing thresholds. Companies, private equity sponsors and other frequent filers should consider whether their HSR compliance process adequately addresses the following:

• Filing analyses. Parties should carefully assess whether acquisitions are reportable before closing, including transactions that may appear routine or that parties initially believe qualify for an exemption.
• Document collection. Deal teams should have procedures designed to identify all potentially responsive transaction-related documents and should involve HSR counsel early enough in the process to ensure that required materials are properly collected and reviewed.
• Document alteration and redaction. Parties should exercise care before modifying or redacting documents submitted with an HSR filing. The KKR action demonstrates that the DOJ may view alterations to responsive documents as a serious compliance issue.
• Decentralized deal teams. Organizations with multiple teams that execute transactions should maintain centralized HSR compliance controls. Responsibility for HSR compliance should be clearly assigned and repeat filers should periodically review their processes.
• Potential deficiencies. If a company discovers that a prior HSR filing may have omitted responsive documents or otherwise been deficient, it should promptly consult antitrust counsel regarding appropriate next steps.

Conclusion

The enforcement action is particularly significant when viewed alongside the DOJ’s recent efforts to make substantive merger investigations more efficient, including its revival of a more targeted approach to Second Requests. Together, these developments suggest that DOJ is seeking to reduce unnecessary burdens in substantive merger investigations while continuing to enforce the HSR Act’s filing requirements strictly.

Companies that regularly engage in M&A activity should consider reviewing their HSR compliance policies, document collection procedures and internal controls in light of the KKR settlement.

Godfrey & Kahn is closely monitoring further developments. For more information on the HSR Act, HSR filing requirements, or to learn how Godfrey & Kahn can help, please contact a member of our Antitrust practice.