H.R. 4528 — Price Gouging Prevention Act of 2025

This section designates the Act as the “Price Gouging Prevention Act of 2025” and sets forth the table of contents.

This section defines key terms for purposes of the Act, including: (1) Commission, meaning the Federal Trade Commission; (2) critical trading partner, meaning a person able to restrict access to inputs, customers, or other resources in ways that harm competition; (3) exceptional market shock, meaning certain market disruptions (e.g., from natural disasters, emergencies, or presidential declarations of major disaster under 42 U.S.C. 5170 or emergency under 42 U.S.C. 5191) or imminently threatened changes as determined by the Commission; (4) good or service, meaning any offered in commerce; (5) State, meaning any state, the District of Columbia, U.S. commonwealth, territory, possession, or federally recognized Indian tribe; and (6) ultimate parent entity, having the meaning given in 16 C.F.R. 801.1 (or successor regulation).

This section prohibits any person from selling or offering a good or service at a grossly excessive price (price gouging), regardless of position in the supply chain. It provides an affirmative defense if the person's ultimate parent entity had less than $100 million in U.S. gross revenues in the prior 12 months (adjusted annually for inflation beginning January 1, 2026) and the price increase is shown by a preponderance of evidence to result from uncontrollable costs incurred in procuring, distributing, or providing the good or service. During an exceptional market shock, it establishes presumptive violations—rebuttable by clear and convincing evidence of uncontrollable costs—if the person has unfair leverage and charges an excessive price compared to (1) the person's average price in the prior 120 days or (2) competitors' prices during the shock. Unfair leverage includes $1 billion in U.S. gross revenues in the prior 12 months (adjusted annually for inflation beginning January 1, 2026), discrimination among trading partners, critical trading partner status, unfair/deceptive/abusive practices, or dominant position (presumed at 40% or greater seller market share or 30% or greater buyer market share); the FTC may further define it by rule. The section treats violations as unfair or deceptive acts or practices under FTC rulemaking authority (15 U.S.C. 57a(a)(1)(B)), authorizes full FTC enforcement powers under the FTC Act (15 U.S.C. 41 et seq.) including independent civil actions for injunctions, penalties, consumer redress, and equitable relief, and imposes civil penalties up to the lesser of $25,000 or...

This section requires covered issuers—public companies (as defined in 15 U.S.C. 78c(a)) that experience an exceptional market shock during a covered quarter and must file a Form 10-Q or Form 10-K in the following quarter—to include in such filing, comparing the covered quarter to the prior quarter, the following information (in tabular format, as specified, and broken down by material product categories when relevant): (1) percentage change in sales volume of goods or services and average sales price; (2) gross margins; (3) share of revenue increase attributable to changes in costs versus sales volume; (4) percentage change in costs, by category; and (5) dollar changes in costs and revenue; plus (6) a detailed narrative disclosure of pricing strategy, including explanations for gross margin increases, pricing decisions, rationales for price increases exceeding cost increases, and planned post-filing pricing modifications. Directs the Securities and Exchange Commission to issue final regulations implementing these requirements within 180 days of enactment, with the requirements effective upon issuance of such regulations.

This section appropriates $1 billion to the Commission for FY2025, in addition to amounts otherwise available, to remain available until September 30, 2033, for carrying out the work of the Commission.