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On January 14, 2026, the Federal Trade Commission announced revised notification thresholds pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The HSR Act requires parties to file notification with the FTC and the United States Department of Justice prior to consummating a merger or acquisition that meets the HSR Act's jurisdictional tests.
The FTC is required to revise the HSR thresholds annually based on changes in the gross national product. The following will go into effect 30 days after the date of their publication in the Federal Register.
|
Original Threshold |
2025 Threshold |
2026 Threshold |
|
$10 million |
$25.3 million |
$26.8 million |
|
$50 million |
$126.4 million |
$133.9 million |
|
$100 million |
$252.9 million |
$267.8 million |
|
$110 million |
$278.2 million |
$294.5 million |
|
$200 million |
$505.8 million |
$535.5 million |
|
$500 million |
$1.264 billion |
$1.339 billion |
|
$1 billion |
$2.529 billion |
$2.678 billion |
Unless exempt, transactions valued greater than $535.9 million meet the size-of-transaction test and are reportable irrespective of the size of the parties. Transactions valued greater than $133.9 million and less than or equal to $535.5 million may trigger a reporting duty if the parties meet the size-of-person test. Under the size-of-person test, one person must have total assets or annual net revenues equal or greater than $26.8 million and the other total assets or annual net revenues equal or greater than $267.8 million.
The Commission also updated the new filing fees.
|
Filing Fee |
Size of Transaction |
|
$35,000 |
less than $189.6 million |
|
$110,000 |
not less than $189.6 million but less than $586.9 million |
|
$275,000 |
not less than $586.9 million but less than $1.174 billion |
|
$440,000 |
not less than $1.174 billion but less than $2.347 billion |
|
$875,000 |
not less than $2.347 billion but less than $5.869 billion |
|
$2.46 million |
$5.869 billion or more |
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.
