This bill adds new sections to and amends existing sections of chapter 19.390 RCW to create a state review and approval process for certain “material change transactions” in health care. It establishes legislative findings aimed at protecting competition, access, and quality in health care markets and specifically requires notice and review of transactions that could affect access to emergency, primary, reproductive, end-of-life, and gender-affirming care. The bill expands the kinds of transactions subject to review to include mergers, acquisitions, and certain contracting affiliations among hospitals, hospital systems, provider organizations, carriers and related entities, supplements federal Hart‑Scott‑Rodino filing requirements by requiring state notice for some transactions not reportable federally, and states it does not alter the attorney general’s antitrust authority. The bill creates new procedural requirements: parties must notify the Washington State Health Care Authority (HCA) and the Attorney General (AG) at least 90 days before the effective date of a qualifying transaction, the AG determines whether a transaction is a material change transaction and whether expedited emergency review is allowed, and the AG and HCA share responsibilities for completeness determinations, preliminary and comprehensive reviews, public hearings, and an “access, affordability, quality, and equity” assessment. The AG may approve, approve with conditions, or disapprove transactions; approval with conditions or disapproval are final agency actions subject to appeal to superior court. The AG has investigative and subpoena powers, may require monitoring and annual reports for at least five years after a transaction, may seek injunctions, and may require parties to reimburse monitoring and investigation costs. The bill creates civil penalties and enforcement mechanisms: failure to comply with notice requirements can result in a civil penalty up to 10 percent of the transaction’s value at the AG’s discretion, parties must promptly pay monitoring bills or face a 5 percent per day penalty for nonpayment, and prolonged noncompliance may lead to civil fines up to 1 percent of the transaction value per day plus other enforcement remedies. The HCA and AG may adopt rules and charge fees; confidentiality and public‑records rules for submitted materials are specified; the act is titled the “keep our care act,” takes effect January 1, 2026, and does not apply to transactions with a letter of intent signed before that date. Important details not included in the extracted text—such as the full definition of “material change transaction,” the complete text of section 9 (the specific standards transactions must meet), the full access/affordability/quality/equity review procedures in section 12, and the method for calculating the “value of the material change transaction”—are missing from the provided excerpts.

If enacted, hospitals, hospital systems, provider organizations, carriers, HMOs, insurance holding companies, federally qualified health centers, rural clinics, safety-net family planning providers and other parties that do business in Washington and plan mergers, acquisitions, or contracting affiliations will routinely have to notify and justify transactions to the state and may face multi-stage review, public hearings, conditions, and five years of monitoring. Expect new upfront costs and delays from mandatory 90-day preclosing notices (shortened only in documented emergencies), applicant fees, the requirement to prepare detailed financial, workforce, quality and access analyses, public posting and hearings, and producing both confidential and public redacted documents; if the attorney general disapproves or parties ignore imposed conditions the state can block corporate filings, seek injunctions, require costly compliance audits at the parties’ expense, and assess steep penalties (including up to 10% of a transaction’s value for failing to file, daily fines for unpaid monitoring bills, and up to 1% of transaction value per day for ongoing noncompliance). Patients and Medicaid/uninsured populations are the intended beneficiaries because reviews must protect access to emergency, primary, reproductive, end-of-life, and gender-affirming care, but the bill gives the attorney general and Health Care Authority broad power to approve, condition, or block deals, so health care providers and insurers will have fewer uncontested options for consolidation and must budget for review, monitoring, potential operational conditions, and enforcement risks. Some important implementation details are not provided in the extracted text: the precise legal definition of a “material change transaction,” how the value of a transaction (used to calculate fines) is determined, the full contents of the access/quality review criteria in section 12, and the exact form and timing for post-closing reports, so the exact scope of who must file and the dollar exposure remain unclear. The act would take effect January 1, 2026.