5 minute read | January.23.2026
The U.S. Federal Trade Commission (FTC) has announced revised filing thresholds as required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act), along with adjusted HSR filing fee tiers and amounts. The new thresholds will take effect February 17, 2026.
Companies should consult with HSR counsel early in the deal process to assess potential filing requirements. Understanding early whether a transaction will require an HSR filing – and, if so, the impact of that filing on the overall deal timeline – is critical for many transactions.
The HSR Act applies to a wide variety of transactions, including those outside the usual M&A context. Potentially reportable transactions include mergers and acquisitions, minority stock positions (including equity compensation and financing rounds), asset acquisitions, joint venture formations and grants of exclusive licenses, among others.
The HSR Act and related regulations (HSR Rules) require parties to certain transactions to submit an HSR filing and, generally, wait 30 days before closing (or more if regulators request additional information), giving the agency time to review the transaction for potential antitrust concerns.
An HSR filing may be required when, as a result of the transaction, the acquiring person will hold voting securities, assets and/or non-corporate interests of the acquired person valued in excess of the minimum HSR Size of Transaction threshold at the time of closing, as calculated under the HSR Rules.
Because the HSR value considers what is held as a result of the transaction, the total Size of Transaction includes both the value of what will be acquired in the present transaction as well as the value of certain voting securities, non-corporate interests and assets previously acquired. Contingent payments, earnouts, liabilities, debt paid off or assumed and other forms of consideration can also impact the Size of Transaction.
A higher minimum Size of Transaction threshold will apply to transactions closing on or after February 17, 2026. As a result, a transaction will be potentially reportable under the HSR Act only if it is valued in excess of $133.9 million.
| Size of Transaction Test | |
|---|---|
| 2025 Threshold | 2026 Threshold |
| > $126.4 million | > $133.9 million |
Certain transactions that satisfy the Size of Transaction threshold must also satisfy the Size of Person test to be HSR-reportable. The relevant Size of Person thresholds will also increase and are reflected in the general Size of Person test set out below. The HSR Act and Rules apply the Size of Person test differently in certain situations – for example, in the formation of joint ventures and where an Acquired Person is not engaged in manufacturing.
| Size of Person Test | |
|---|---|
| Size of Transaction > $133.9 million, but ≤ $535.5 million | One party (or its Ultimate Parent Entity) has ≥ $267.8 million in total assets or annual net sales and |
| The other party (or its Ultimate Parent Entity) has ≥ $26.8 million in total assets or annual net sales | |
| Size of Transaction > $535.5 million | Reportable regardless of the Size of Person |
The HSR Act and Rules set out a number of exemptions. Even where a transaction satisfies the Size of Transaction and Size of Person thresholds, an exemption may render the transaction non-reportable or impact the Size of Transaction calculation.
Under the HSR Rules, the buyer must pay the filing fee for a reportable acquisition (although parties may agree to share the fee or shift responsibility to the seller). The amount depends on the Size of Transaction, as calculated under the HSR Rules.
This year’s adjustment results in an upward shift in fees for each fee tier.
| 2026 HSR Filing Fees | |
|---|---|
| Size of Transaction | Filing Fee |
| Less than $189.6 million | $35,000 |
| $189.6 million or more but less than $586.9 million | $110,000 |
| $586.9 million or more but less than $1.174 billion | $275,000 |
| $1.174 billion or more but less than $2.347 billion | $440,000 |
| $2.347 billion or more but less than $5.869 billion | $875,000 |
| $5.869 billion or more | $2,460,000 |
Failure to file can carry a significant financial penalty (adjusted annually) for each day of non-compliance. The maximum civil penalty is currently $53,088 for each day in violation, although this amount is expected to increase for 2026 (to be announced later this month).
To discuss in more detail, please reach out to the team.