S. 2321 — 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 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, partners, goods, services, technology, platforms, facilities, or tools in ways harming competition; (3) exceptional market shock, meaning certain market changes from disasters, emergencies, or other disruptions (including periods of a presidential major disaster or emergency declaration under the Stafford Act (42 U.S.C. 5170, 5191)); (4) good or service, meaning any offered in commerce; (5) State, meaning any state, the District of Columbia, U.S. commonwealths, territories, possessions, or federally recognized Indian tribes; 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 for sale a good or service at a grossly excessive price (price gouging), regardless of position in the supply chain. It establishes an affirmative defense if the person's ultimate parent entity had less than $100 million (inflation-adjusted annually beginning January 1, 2026) in U.S. gross revenues in the prior 12 months and demonstrates by preponderance of evidence that the price increase reflects uncontrollable costs incurred in procuring, acquiring, distributing, or providing the good or service. During an exceptional market shock, it creates a rebuttable presumption of violation (by clear and convincing evidence) if the person has unfair leverage or uses the shock as pretext to raise prices and charges an excessive price relative to (1) the person's average price in the prior 120 days or (2) competitors' prices during the shock. It defines unfair leverage to include persons with at least $1 billion (inflation-adjusted annually beginning January 1, 2026) in prior 12-month U.S. gross revenues; those discriminating in pricing/conditions; critical trading partners; those engaging in unfair/deceptive/abusive acts; those with dominant positions (presumed at 40% seller or 30% buyer market share, or unconstrained by competition); or as further defined by FTC rule. The FTC enforces violations as unfair or deceptive acts under section 18(a)(1)(B) of the FTC Act (15 U.S.C. 57a(a)(1)(B)), with all standard FTC Act powers and jurisdiction, plus independent federal court authority for injunctions, compliance, civil penalties (up to $25,000 per violation for persons without unfair leverage, or lesser of that amount or [text cuts off]), consumer redress, and equitable relief.

This section establishes disclosure requirements in Forms 10-Q and 10-K for covered issuers—defined as issuers with a covered quarter (i.e., a quarter during which there is an exceptional market shock) that must file such a form in the following quarter—requiring specified information for the covered quarter compared to the prior quarter. The required disclosures, presented in tabular format where specified, include (1) the percentage change in volume and average sales price of goods or services sold, broken down by material product categories when relevant; (2) gross margins, broken down by material product categories when relevant; (3) the share of revenue increase attributable to changes in costs versus volume; (4) the percentage change in costs, broken down by category; (5) in dollars, changes in costs and revenue; and (6) a detailed narrative on pricing strategy, including explanations for gross margin increases, pricing decisions, rationales for price increases exceeding cost increases, and planned future pricing modifications. This section directs the Securities and Exchange Commission to issue final regulations or amend existing regulations to implement these requirements not later than 180 days after enactment, with the section effective on the date of such issuance or completion.

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.