- within Insolvency/Bankruptcy/Re-Structuring topic(s)
The Federal Trade Commission announced the annual revised thresholds for merger notifications under the Hart Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR Act"). The thresholds are revised annually based on changes in U.S. gross national product. The FTC also issued its annual revision of the HSR filing fee schedule. The new thresholds ("2026 Thresholds") will become effective 30 days after publication in the Federal Register, which is scheduled for January 16, 2026. Therefore, the 2026 Thresholds will apply to all transactions that close on or after February 17, 2026. The 2026 Thresholds will be in effect until the next annual adjustment in 2027.
HSR Act - 2026 Thresholds
The HSR Act requires premerger notification of transactions that satisfy the "size of transaction" and "size of person" tests and are not otherwise exempt.
Size of Transaction – 2026 Threshold
Under the 2026 Thresholds, the size of transaction primary notification threshold will be met if, as a result of a transaction, the acquiring person at the ultimate parent entity ("UPE") level will hold aggregate voting securities, assets, or non-corporate interests of the acquired person valued at more than $133.9 million.
For transactions valued at more than $133.9 million but less than or equal to $535.5 million, the parties must also meet the size of person test. Transactions valued at more than $535.5 million will be reportable regardless of the size of the parties unless an exemption applies.
|
Size of Transaction |
||
|
Current (2025) |
Revised (2026) |
|
|
Primary Notification Threshold |
$126.4 million |
$133.9 million |
|
Alternative Notification Threshold |
$505.8 million |
$535.5 million |
Size of Person – 2026 Threshold
Under the 2026 Thresholds, the size of person test will be satisfied where one party to the transaction at the UPE level has total assets or annual net sales of $267.8 million or more and the UPE of the other party has total assets or annual net sales of $26.8 million or more.
|
Size of Person |
|
|
Current (2025) |
Revised (2026) |
|
$25.3 million |
$26.8 million |
|
$252.9 million |
$267.8 million |
Summary
|
Value of transaction |
HSR Filing Required? |
|
$133.9 million or less |
No |
|
More than $133.9 million, but less than or equal to $535.5 million |
Only if size of person thresholds met |
|
More than $535.5 million |
Yes |
HSR Filing Fees
Under the 2023 Consolidated Appropriations Act, the FTC is required to revise the HSR filing fee schedule annually based on changes in U.S. gross national product and the consumer price index. This differs from the formula used to revise the size of transaction thresholds, which is solely based on changes to U.S. gross national product. The filing fees for each threshold are increasing in 2026 due to increases in U.S. gross national product and the consumer price index.
The filing fees will be based on the 2026 Thresholds as follows:
|
2026 Thresholds
|
Size of Transaction as Determined Under Section 7A(a)(2) of the HSR Act |
Current Filing Fee |
New Filing Fee (2026) |
|
Less than $189.6 million |
$30,000 |
$35,000 |
|
|
$189.6 million or more, but less than $586.9 million |
$105,000 |
$110,000 |
|
|
$586.9 million or more, but less than $1.174 billion |
$265,000 |
$275,000 |
|
|
$1.174 billion or more, but less than $2.347 billion |
$425,000 |
$440,000 |
|
|
$2.347 billion or more, but less than $5.869 billion |
$850,000 |
$875,000 |
|
|
$5.869 billion or more |
$2,390,000 |
$2,460,000 |
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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