Washington Broadens Health Care Transaction Oversight: Key Changes Under HB 2548

What Happened: Washington’s Governor signed House Bill 2548 (Chapter 222, Laws of 2026) into law on March 25, 2026, to take effect June 11, 2026, to amend the state’s health care transaction review law at Chapter 19.390. The current law requires pre-transaction notice for certain material transactions involving hospitals, hospital systems, or provider organizations. 

Why It Matters: The new law expands the scope of covered transactions and makes several procedural changes.  

The Details: The following is a brief summary of the most significant revisions made by the new law:

Expanded Definition of “Material Change”

Previously, a “material change” was limited to mergers, acquisitions, or contracting affiliations between two or more hospitals, hospital systems, or provider organizations. The new law expands the definition of material change to add three additional categories of transactions that can trigger notice obligations:

• Changes in Ownership or Control. Transactions involving any entity or person that result in a change of majority ownership or control of a hospital, hospital system, or provider organization, including but not limited to mergers, acquisitions, or contracting affiliations.

• Transfer of Majority of Assets. Acquisitions, sales, or transfers of a majority of the assets of a hospital, hospital system, or provider organization, including but not limited to real property sale and leaseback transactions.

• Nonprofit‑to‑For‑Profit Corporation. A conversion of a hospital, hospital system, or provider organization from a nonprofit corporation or a foreign nonprofit corporation to a domestic or foreign for-profit corporation or a domestic or foreign unincorporated entity.

Notably, these newly added categories are not subject to the existing $10 million in state revenue threshold that otherwise applies to transactions involving out‑of‑state entities. As a result, the reach of the transaction notice statute is expanded, and parties that may not previously have considered Washington’s transaction notice requirements may need to consider the law’s applicability, even where the Washington footprint of the transaction is relatively limited.

Expanded Notice Requirements, Fees, and Timing

In addition to expanding the scope of transactions subject to review, HB 2548 makes several changes to the procedural requirements governing material change notices:

• Ownership Information. In addition to existing disclosure requirements, parties must now identify “the name of any person or entity with a majority ownership, investment, or controlling interest of any party.” This change signals an intent to increase transparency and capture a more complete picture of the parties behind the transaction. 

• Tiered Filing Fee. The statute also establishes a tiered filing fee based on the anticipated value of the transaction in Washington. The fees range from $2,500 for transactions valued up to $1 million and for contracting affiliations involving no asset transfer to up to $25,000 for transactions that exceed $20 million.

• 30 Day Standstill Period Following Information Request. Under the existing law, the Attorney General has 30 days after notice is received to make requests for additional information. Under the amended law, if the Attorney General requests additional information, the transaction may not proceed until 30 days after the parties certify they are in substantial compliance with the request, expressly tying those requests to a temporary standstill on closing. Parties must take into account the potential for a delay in closing if the Attorney General requests additional information. However, the statute does make clear that subsequent requests will not restart this waiting period, providing some predictability to those engaging in qualifying transactions.

• Transaction Outcome Notice Requirement. Parties that file a notice of material change transaction must also submit written notice to the Attorney General of the transaction’s outcome within 30 days after the transaction is consummated, enjoined, or abandoned. In requiring notice regardless of the transaction’s result, it enables the Attorney General to maintain a more accurate record of transaction outcomes in the state, capturing those that do and do not make it over the line, and gain a deeper understanding of the health care transaction landscape.

• Attorney General Website Posting. Finally, similar to other states like California and Minnesota, where health care transaction notices are posted directly on the Attorney General’s website, HB 2548 requires the Washington Attorney General to publish quarterly summaries of pending and completed material transactions. Though the statute limits disclosure to high level information, parties should be aware that these details would be publicly accessible, potentially informing how parties frame transaction descriptions and disclosures in their notices.

Conclusion

HB 2548 represents a significant update to Washington’s health care transaction review framework, expanding the categories of transactions subject to notice and introducing new requirements related to disclosure content, timing, fees, and public transparency. Informed by reporting and analysis from various state agencies – including the Office of the Insurance Commissioner, the Health Care Cost Transparency Board, and the Office of Financial Management – that documents increased consolidation, vertical integration, private equity backed acquisitions in the health care sector, and persistent challenges in assessing market wide impacts on cost, access, and competition, HB 2548 reflects the state’s continued focus on increasing visibility into ownership, control, and structural changes affecting health care entities operating in Washington. For parties considering transactions that fall within one of the “material change” categories described above, these amendments have practical implications for transaction planning, and deal teams should assess the applicability of the notice requirements early, account for expanded disclosure obligations and filing fees, and integrate the timing of pre‑transaction and post‑completion notices into transaction timelines and closing processes to ensure compliance with the law.

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