Enacts new Article 11C, Preserving Competition in Healthcare Act, to GS Chapter 131E. Sets forth defined terms. Defines hospital entity to include any licensed hospital, whether corporate or governmental, and any affiliated entity. Defines transaction to include all of the following, so long as the value of the assets, control, or governance interest equals or exceeds $5 million:

1. The sale, transfer, lease, exchange, optioning, conveyance, or other disposition of no less than 50% of the assets or operations of any hospital entity to any person or entity other than another hospital entity that controls, is controlled by, or is under common control with such hospital entity;
2. the transfer of control or governance of a hospital entity to a person or entity other than another hospital entity that controls, is controlled by, or is under common control with such hospital entity;
3. any binding legal obligation between two or more persons that results in a transfer of control, responsibility, or governance of no less than 50% of a hospital entity's assets to an acquiring entity;
4. any transaction, regardless of its exact form, that would be subject to review under the Article if it was structured as a purchase, merger, or joint venture;
5. any of the above transactions that is entered into by a hospital entity or by any person or entity that controls, is controlled by, or is under common control with such hospital entity; or
6. dispositions of no less than 50% of a hospital entity's assets made in the course of a bankruptcy proceeding.

Enacts GS 131E-214.21, requiring the State Auditor (Auditor), the Attorney General (AG), and the State Treasurer (Treasurer) (collectively, the Governing Actors) to collectively act or decide together on any or decision that is required by them under the Article. Excludes from the Article's scope in GS 131E-214.22 those transactions that are in the usual and regular course of a hospital entity's activities which the Governing Parties have provided a written waiver for the transaction. Deems the Governing Parties’ determination final and not subject to judicial review unless found to be arbitrary and capricious.

Establishes, in GS 131E-214.24, a procedure for hospital entities to notify the Governing Parties of proposed transactions and for the Governing Parties to review and make determinations with respect to transactions subject to the Article, as described. Requires hospital entities subject to the Article to provide the Governing Parties with written notice of a proposed transaction and certification that a copy of the Article has been provided to each member of the governing board or board of trustees of the hospital entity. Allows for a single written notice to suffice for both the hospital entity and acquiring entity, subject to the Governing Parties requesting more information as needed. Provides for the effect of the notice and directs the Governing Parties to adopt rules regarding required content and manner of the written notice. Sets forth a 60-day timeline for the Governing Parties’ review in GS 131E-214.26, within which the Governing Parties must notify the hospital entity in writing of its decision to either object to or take no action regarding the proposed transaction. Provides for the Governing Parties to extend the review period for up to another 60 days. Prohibits the parties from consummating the transaction during the review period.

Additionally requires in GS 131E-214.28, for the hospital entity to give written notice of the proposed transaction by publication in at least one newspaper in general circulation in each relevant county, as specified, within ten days after providing written notice to the Governing Parties. Details requirements of the published written notice and deems failure to provide this notice as sufficient grounds for the Governing Parties to object to the proposed transaction.

Requires in GS 131E-214.30, for the hospital entity and acquiring entity to hold at least one public hearing within 30 days after providing written notice to the Governing Parties, but not within 14 days after publication of written notice. Details hearing requirements, including seven days' written notice to the Governing Parties of the time, date, and location of the public hearing. Also requires the hospital entity and acquiring entity to give written notice to the relevant local governing bodies, as specified. Requires the Governing Parties’ approval to conduct the public hearing electronically. Provides specific hearing requirements for hospital entities that are nonprofits or publicly owned entities. Allows the Governing Parties to conduct an additional public hearing, subject to similar notice requirements. Deems the parties to the proposed transaction responsible for the costs of all public hearings. Excludes dispositions made in the course of a bankruptcy proceeding.

Lists eight general considerations the Governing Parties must address in making a determination about the proposed transaction in GS 131E-214.32, including (1) whether the fair market value of any asset to be transferred from the hospital entity to the acquiring entity has been manipulated by the actions of the parties in a manner that causes the fair market value of the asset to decrease; (2) whether the proposed transaction may have a significant effect on the cost, availability, accessibility, or quality of healthcare services for any affected community by considering six required factors; (3) any objections raised in the comments submitted to the AG; and (4) whether the proposed transaction complies with all applicable State and federal laws and regulations, including antitrust laws. Lists eight additional considerations the Governing Parties must take into account in making a decision about any proposed transaction subject to the provisions of the Article that would alter the control or governance of a tax-exempt or publicly owned hospital entity. Finally, for any proposed transaction subject to the provisions of the Article that involves a hospital owned by a municipality or a hospital authority, requires the Governing Parties to determine whether the transaction complies with the provisions of Article 2 of GS Chapter 131E governing the sale or conveyance of any rights of ownership the municipality or hospital authority has in a hospital entity.

Enacts GS 131E-214.36, granting the Governing Parties authority to contract, consult and receive advice from any State or US agency, or contract with experts or consultants, to assist in transaction review. Allows the Governing Parties to request from the Department of Health and Human Services (DHHS) a report of the anticipated effects of any proposed transaction on access to, or the pricing of, healthcare services in any part of the State; allows extension of the review period upon requests of such reports so long as the total review period does not exceed 180 days from the Governing Parties’ notice that the parties have submitted a complete notice. Authorizes the Governing Parties to impose specified fees upon the acquiring entity of up to $50,000 for the cost of all the contracts entered into by the Governing Parties, the Governing Parties’ actual review costs and DHHS's actual costs for report preparations. Allows the acquiring entity to seek an order from a court to limit its liability for imposed fees. Details procedures for such an objection and the effect of failing to pay imposed fees.

Establishes requirements for instances in which the Governing Parties objects to the proposed transaction in GS 131E-214.38. Requires the Governing Parties to file an action seeking injunctive relief in superior court, as described. Details procedures of such actions based on whether the hospital entity is a nonprofit or publicly owned entity, or a for-profit entity. In either instance, the court can issue a final determination approving the transaction, approving the transaction subject to modification, or disapproving the transaction. Allows appeal of the court's decision, except prohibits the Governing Parties from appealing a court's approval of the transaction subject to the same modification the Governing Parties initially sought. Allows any party to decline to enter into a transaction modified by court order. Deems modified transactions entered into not subject the renewed objections by the Governing Parties.

Following either the conclusion of the review process by the Governing Parties under GS 131E-214.32 or, if necessary, after a final decision of any judicial action authorized under GS 131E-214-38, requires the acquiring party to submit an annual report on its compliance with the terms of the purchase agreement for the transaction, including any representations made to, or modifications made by the Governing Parties. Directs the Governing Parties to adopt rules to specify the required contents of the annual report.  Requires entities that acquired a nonprofit or publicly owned hospital entities to also submit a report on its charitable activities and the disposition of its charitable assets. Authorizes the Governing Parties to file an action for relief as specified to restore the benefits of healthcare provider competition if the Governing Parties deem it reasonable and necessary to do so based on the acquiring entity’s failure to comply with the terms of the agreement either approved by the Governing Parties or issued by a court, including any modifications thereto.

Prohibits an acquiring entity from changing the financial assistance policy regarding uninsured or underinsured in effect immediately proceeding consummation of the transaction without first providing 120 days' written notice to the AG, its hospital staff, and patients who have previously benefited from the hospital entity's policy, with a limited exception for increases to applicable eligibility income limits. Clarifies that this provision does not prevent a hospital from increasing its applicable income limits used to determine patient eligibility for financial assistance at any time following consummation of the transaction, and it does not require an acquiring entity to provide prior notice to the Governing Parties. Details notice requirements for patients who previously benefited from the policy. Includes education requirements for the acquiring entity's physicians regarding new financial assistance policies and verbally informing patients of the new policy during the notice period.

Enacts GS 131E-214.42, as follows. Deems any transaction in violation of the Article void. Subjects each member of the governing board and each chief financial officer of the transaction entered in violation of the Article up to $50,000 per transaction unless the violation was made in wanton disregard of the law, in which case the penalty may be up to $1 million per violation. Directs the Governing Parties to initiate an action for determination of the penalty amount in the Superior Court for Wake County. Prohibits DHHS from issuing hospital licensed to any party of a transaction entered in violation of the notice, public hearing, and review requirements of the Article. Specifies the effect of the Article on the Governing Parties’ authority and the effect of the Article's penalties and remedies.

Effective December 1, 2025, and applies to activities occurring on or after that date.