Antitrust & Competition Healthcare 1H 2026 Update

Healthcare remained a top priority for antitrust enforcers in the first half of 2026 as federal and state regulators remained active through a range of enforcement actions and policy initiatives.

Key Takeaways

• FTC Healthcare Task Force. The FTC’s newly launched Healthcare Task Force signals sustained, coordinated scrutiny of both healthcare deals and commercial arrangements.
• Structural remedies continue to be the preferred approach for mergers between direct competitors. Sevita/BrightSpring and Ascension/AmSurg confirm the FTC’s continued preference for facility divestitures over blocking transactions outright.
• PBM business models are being reshaped. The FTC’s pharmacy benefit manager (PBM) settlements point to a potential shift away from rebate-driven models toward net-cost, fee-based pricing.
• Payor contracting is a live enforcement priority. The OhioHealth settlement, pending NewYork-Presbyterian Hospital (NYP) litigation, and the White House CEA report indicate that anti-steering, anti-tiering, and all-or-nothing provisions will remain a DOJ target.
• State-level scrutiny keeps expanding, with a particular focus on private equity. Maine’s new filing regime, together with rule changes in California, Massachusetts, Oregon, and Washington, means private equity sponsors should move jurisdiction-by-jurisdiction diligence earlier in the deal process.
• Algorithmic pricing remains a hot area of private and public enforcement. The Zelis motion-to-dismiss denial and Arizona’s MultiPlan action signal that private plaintiffs and regulators alike are continuing to target vendors that centralize out-of-network reimbursement data across competing insurers.

I. FTC Forms Healthcare Task Force

On March 20, 2026, FTC Chairman Andrew Ferguson announced the creation of a new Healthcare Task Force (the “Task Force”) to coordinate the agency’s enforcement and advocacy across competition and consumer protection issues in the healthcare sector.¹ As Goodwin has noted, the Task Force will coordinate efforts across the FTC’s Bureau of Competition, Bureau of Consumer Protection, Bureau of Economics, Office of Policy Planning, and Office of Technology, and it is expected to include collaboration with the DOJ and the Department of Health and Human Services.

Chairman Ferguson explained that the Task Force was formed to address consolidation and anticompetitive conduct that has “distorted the competitive landscape in many healthcare markets,” resulting in “higher prices, decreased quality, less access and transparency, and stifled innovation.” Core functions of the Task Force include leading targeted enforcement and advocacy initiatives, developing coordinated investigative strategies, and proactively identifying opportunities for amicus briefs and statements of interest. The formation of the Task Force signals that healthcare remains a top priority for FTC enforcement, and healthcare companies should expect scrutiny of both their M&A transactions and commercial arrangements.

II. Enforcement Actions — Transactions

The FTC has continued to investigate transactions involving direct competitors in the healthcare space. In recent actions, the FTC has allowed such combinations to proceed conditioned on structural remedies that require divestitures of facilities to experienced market participants.

FTC Requires Divestitures in Sevita/BrightSpring

In January 2026, the FTC issued an administrative complaint detailing its concerns regarding Sevita Health’s $835 million proposed acquisition of BrightSpring Health Services’ community living business.² The FTC alleged that the transaction would combine the two largest national providers of residential services for individuals with intellectual and developmental disabilities (“IDD services”). Even though the parties do not primarily compete on price, given the reimbursement rates for IDD services are largely set by Medicaid, the FTC alleged that the combination would harm patients by reducing quality of care, staffing levels, and consumers’ ability to choose between providers. Alongside the complaint, the FTC also announced it had entered into a consent decree with the parties to divest facilities to resolve its competitive concerns.

The consent order became final in June, requiring Sevita to divest 128 intermediate care facilities (ICFs) and other facilities in Indiana, Louisiana, and Texas to fellow ICF operator the Dungarvin Group, with transitional and operational support.³ In addition, the consent order requires Sevita to notify the FTC before future acquisitions of ICFs in the specified areas for a period of 10 years. As Goodwin has noted, under Chairman Ferguson, the FTC has opted to require notice of future transactions in its consent decrees, rather than requiring preapproval.

FTC Requires Divestitures in Ascension Health/AmSurg

In June 2026, the FTC followed a similar approach, requiring Ascension Health Alliance to divest seven ambulatory surgery centers to complete its proposed $3.9 billion acquisition of AmSurg LLC.⁴ The FTC alleged the parties are two of the largest providers of outpatient surgical services and operated facilities in five shared metropolitan areas: Nashville, Tennessee; Panama City, Florida; Tulsa, Oklahoma; Waco, Texas; and Wichita, Kansas.

As a result of the FTC action, six of the seven centers will be divested to SC Affiliates, while the seventh center will be divested to Florida Gastroenterology Center, a physician group that already holds a minority interest in the facility. As with the Sevita/BrightSpring consent order, Ascension is also subject to a 10-year prior notice obligation for future acquisitions of ambulatory surgery centers in the affected metropolitan areas. The FTC coordinated its investigation with the offices of the attorneys general of Florida, Oklahoma, and Tennessee. Together, these two transactions affirm that the FTC continues to favor and seek structural remedies and divestitures to address competitive concerns in healthcare mergers involving competing facilities.

III. Enforcement Actions — Conduct

FTC Settles PBM Action With Express Scripts and Optum; Caremark Negotiations Continue

In perhaps the most high-profile healthcare enforcement action in recent years, the FTC sued the three largest PBMs — Express Scripts, Optum, and Caremark — in September 2024 for allegedly inflating the list prices of insulin through an alleged anticompetitive drug rebate system. The FTC’s action, brought after an extensive market investigation into the PBMs’ contractual practices, was intended to “drive down drug prices for consumers.”⁵ This effort has yielded results, as two of the three PBMs have reached settlement agreements with the FTC, which promise to significantly reshape how PBMs operate.

In the first announced consent decree, in February 2026, Express Scripts agreed to radically alter how it reimbursed pharmacies.⁶ Under the order, Express Scripts agreed to offer a standard plan design tying members’ out-of-pocket costs to drugs’ net cost after rebates rather than to their list prices, and it will cease preferring high-list-price drug versions over identical, lower-cost alternatives. The order also requires Express Scripts to reshore its group purchasing organization from Switzerland to the United States and to provide plan members access to TrumpRx, the administration’s prescription drug marketplace.

Subsequently, the FTC reached a settlement with Optum in June 2026. While the terms of the Optum consent agreement have not been made public, Optum announced that its PBM would shift away from the traditional rebate model and move toward fee-per-member models. Based on Optum’s public statements, it appears that Optum will no longer tie reimbursement rates to manufacturers’ list prices or prescription volume and will also eliminate spread pricing and certain other pricing practices. By 2027, Optum will have completed its transition to flat service fees.

Meanwhile, in July 2026, the FTC announced it reached a settlement agreement with Caremark with similar terms as the Express Scripts agreement.⁷ Taken together, the settlements underscore the FTC’s success in reshaping PBM practices and are expected to meaningfully shift PBM business models toward greater transparency and net-cost pricing.

DOJ Challenges Restrictive Hospital–Payor Contract Provisions — Settles First Case

As Goodwin recently covered, the DOJ and the Ohio Attorney General sued OhioHealth Corporation (“OhioHealth”) in February 2026, alleging that OhioHealth used its dominant position in the Columbus inpatient hospital market to impose anti-steering, anti-tiering, all-or-nothing, and price transparency restrictions on commercial payors. The DOJ alleged these contract provisions reduce competition and raise prices, in part by preventing payors from incentivizing lower spending on hospital services. The White House echoed these arguments in a June report by its Council of Economic Advisers, estimating that a nationwide ban on such provisions could reduce hospital and physician prices by up to 18% and lower commercial insurance premiums by approximately 6.5%.

In June 2026, the DOJ and OhioHealth announced a proposed settlement resolving the action without any admission of liability or financial penalty. The agreement requires OhioHealth to eliminate the challenged provisions from its existing payor contracts and prohibits it from including comparable terms in future agreements. The settlement has direct implications for the DOJ’s pending suit against NYP, which was filed one month after the OhioHealth complaint on substantially similar grounds, as it signals the remedies the DOJ is likely to seek from NYP and may increase pressure on NYP to pursue a negotiated resolution. Given the administration’s focus on these restrictive payor practices, health systems should carefully consider whether their payor contracting practices present similar exposure.

FTC Settles Long-Running USAP Litigation

The FTC reached an agreement in principle in April 2026 to settle its claims against U.S. Anesthesia Partners (USAP), a private equity–backed anesthesiology practice that the FTC sued three years ago for rolling up anesthesia practices across Texas and allegedly driving up prices in the process.⁸ The terms of the settlement remain confidential for now, but the FTC has stated publicly that the agreement is designed to restore a competitive market structure in the affected markets. As Goodwin previously noted, Welsh Carson, a private equity sponsor of USAP, was originally included in the lawsuit but was dismissed from the action because it held only a minority non-controlling interest in USAP.⁹

The USAP litigation ultimately fell short of the FTC’s grander ambition to hold private equity firms directly accountable for their portfolio company roll-up strategies, and it remains to be seen whether USAP will have to make any divestitures to settle the litigation. Notably, since initiating the USAP complaint, the FTC has not filed any additional lawsuits against other healthcare providers for pursuing similar patterns of serial acquisitions. Healthcare industry participants contemplating serial acquisitions should nonetheless remain mindful of antitrust regulators’ interest in investigating such acquisitions.

IV. New State Healthcare Transaction Review Laws

State healthcare transaction review regimes continue to expand as regulators and legislators target additional types of healthcare transactions, particularly those involving private equity. Healthcare industry members, especially private equity firms, will need to carefully monitor this rapidly evolving area as they consider potential transactions.

Maine Passes New Healthcare Filing Law

In April 2026, Maine joined other states in creating a review mechanism for certain healthcare transactions when Governor Janet Mills signed H.P. 1480 / L.D. 2201 into law. As in other states, Maine’s law reflects a growing concern at the state level with private equity firms’ investment in the healthcare space and, when operational, will require parties to provide significant notice of healthcare transactions with a Maine nexus.

Beginning January 1, 2027, parties to certain transactions involving the acquisition of a Maine healthcare entity by a private equity company, hedge fund, or management services organization will be required to file notice with the Maine Department of Health and Human Services (the “Department”) at least 180 days before closing (joining Oregon as the state with the longest preclosing notification period). The Department will then have 60 days to approve the transaction, approve it subject to conditions, or subject it to a comprehensive review. Comprehensive review is triggered automatically when the transaction involves assets valued over $100 million, is likely to lessen competition, or is determined by the Department to have a material impact on the cost, quality, equity, or access to healthcare services in any region of the state. Entities that violate the law or any conditions imposed under it are subject to significant administrative penalties of $10,000 per day.

New Regulations in Existing Regimes

• California. The California Office of Health Care Affordability (OHCA) released proposed regulations to implement AB 1415, which was enacted in 2025 and expanded OHCA’s ability to review transactions involving private equity and management service organizations. Three changes are of note. First, the proposed regulations add a new category of reportable transactions specifically targeting private equity groups and hedge funds, requiring notice any time such an investor acquires 5% or more of the assets, equity, debt, or liabilities of a qualifying healthcare entity or management services organization or acquires certain control rights. Second, the proposed regulations add real estate sale-leaseback transactions, capturing transactions in which a healthcare entity sells or transfers real property to a third party and will be required to lease the property back upon closing. Third, the proposed regulations impose new documentation requirements specific to private equity and hedge fund acquirors, requiring submission of the names of all healthcare entities and management services organizations in the participating asset managers’ portfolios, as well as documentation sufficient to show the ratio of debt to enterprise value or debt to equity, the source of any debt, and the post-recapitalization debt ratio for any acquired healthcare entity or management services organization. If finalized, these proposed regulations would significantly increase the number of private equity transactions subject to OHCA review and increase the amount of information these private equity firms would be required to provide.
  
  
• Massachusetts. The Massachusetts Health Policy Commission (HPC) updated its material change notification regulations, broadening its review regime in at least three key areas, effective April 16, 2026. First, the regulations expand the scope of reportable transactions to capture acquisitions involving a Significant Equity Investor, including any private equity company or investor holding a direct or indirect equity interest exceeding 10% in a Provider, Provider Organization, or Management Services Organization. They also authorize the HPC to require detailed disclosures regarding the investor’s capital structure, ownership, and financial condition. Second, two new categories of transactions are now expressly reportable: the sale of real property assets used to deliver healthcare services in connection with a lease-back arrangement and the conversion of a Provider or Provider Organization from non-profit to for-profit status. Third, the regulations establish a Material Change Notice filing threshold of $25 million and a Revenue Increase Threshold of $10 million, both of which will be automatically adjusted on an annual basis, eliminating the need for periodic formal rulemaking to keep the thresholds current.
  
  
• Oregon. The Oregon Health Authority (OHA) has updated its regulations regarding material change transactions. Among other changes, beginning July 1, 2026, the OHA has increased its filing fees such that parties undergoing comprehensive reviews will pay fees between $200,000 and $350,000, while parties that receive only a preliminary 30-day review will be assessed a filing fee of $30,000. These figures reflect the OHA’s investment in monitoring and investigating reportable transactions under Oregon’s broadly written healthcare transaction laws and regulations.
  
  
• Washington. Washington has also recently updated its healthcare transaction review law to impose new filing fees on parties to healthcare transactions subject to review. Parties subject to a healthcare transaction filing in Washington can now expect to pay up to $25,000 in filing fees.

V. Algorithmic Pricing Enforcement and Litigation

Arizona Brings Action Against Healthcare Companies’ Use of Pricing Algorithm

In June 2026, the Arizona Attorney General brought an action against MultiPlan and several other healthcare providers, alleging that they conspired to suppress reimbursement rates for out-of-network services by using a pricing algorithm.¹⁰ MultiPlan is a healthcare technology service that provides network management, claims processing, and out-of-network reimbursement services to health insurers and employer-sponsored health plans. According to the complaint, the health insurers shared competitively sensitive data through MultiPlan, participated in a price-fixing scheme that eliminated competition over insurer out-of-network reimbursement rates, and harmed consumers by increasing out-of-pocket costs. This action reflects continued regulatory and litigation focus on MultiPlan’s pricing algorithm, which has also been the subject of ongoing multidistrict litigation brought by private plaintiffs alleging similar price-fixing conspiracies among MultiPlan and its insurer clients.

Motion to Dismiss Denied in Zelis Antitrust Suit

In March 2026, a federal judge in Massachusetts denied a motion to dismiss antitrust claims against health technology vendor Zelis and five large health insurers — Aetna, The Cigna Group, Elevance Health Companies, Humana, and UnitedHealth Group.¹¹

Like the ongoing MultiPlan litigation, the lawsuit is a consolidation of several related actions brought by healthcare providers and alleges a conspiracy among the defendants to reduce payments to providers for out-of-network care. Zelis, a healthcare technology company that provides network management, claims integrity, and payment solutions to insurers, allegedly set artificially depressed reimbursement rates or placed caps on reimbursement levels for out-of-network care, which the insurers used to “reprice” provider claims. The complaint alleges that this resulted in insurers paying providers at decreased rates that providers were effectively unable to negotiate.

The complaint alleges two theories of conspiracy among the defendants — a traditional horizontal conspiracy and a hub-and-spoke conspiracy. Under the alleged horizontal conspiracy, Zelis and the insurers, competitors in the out-of-network services market, colluded and agreed to fix prices. The hub-and-spoke theory alleges that Zelis sits at the center of the conspiracy, colluding with the insurers to cause each to adopt Zelis’s repricing tools.

In their motions to dismiss, the defendants argued that Zelis, a health technology vendor, is not a competitor of the insurers that play in the same market and that the relevant market of nationwide out-of-network services was too broadly defined. The defendants also argued that the alleged scheme did not result in the kind of harm that antitrust law is intended to address. Instead, they argued, the pricing model as alleged benefits consumers because it results in lower-cost healthcare to patients.

The court denied the motions to dismiss, finding that the plaintiffs plausibly alleged a price-fixing conspiracy among the defendants based on the alleged coordinated use of Zelis’s repricing tools and the sharing of confidential pricing information. The court also affirmed that suppliers may claim antitrust injury where buyers have artificially coordinated price suppression in the market, even if consumers may not be harmed by the behavior.

Goodwin will provide coverage and updates as the case develops.