On January 14, 2026, the Federal Trade Commission (FTC) announced that the 2026 threshold for applying the size-of-parties test of the Hart-Scott-Rodino (HSR) Act will increase from $126.4 million to $133.9 million. Deals that exceed this $133.9 million threshold may need to be reported to the FTC and U.S. Department of Justice (DOJ) depending on the size of the parties to the transaction as measured by the volume of their sales or the value of their assets. The size-of-parties test will generally be met if one party to the transaction has annual net sales or total assets of $26.8 million or greater while the other party has annual net sales or total assets of at least $267.8 million.
Generally, transactions in 2026 with a value greater than $535.5 million will be reportable under the HSR Act, regardless of the volume of sales or value of assets of the parties. Parties reporting transactions under the HSR Act must observe a 30-day waiting period after reporting the transaction before closing the deal. The HSR Act imposes these notification and waiting period requirements so that the FTC and DOJ can assess the potential competitive effects of proposed transactions before the deal is consummated. Under the Clayton Act, the FTC is required to adjust HSR thresholds annually based on changes in U.S. gross national product (GNP). The new thresholds will go into effect 30 days after their publication in the Federal Register, which is expected shortly.
The FTC also announced new HSR filing fee thresholds pursuant to the Merger Filing Fee Modernization Act of 2022. The filing fee thresholds for 2026 are as follows:
|
Size (Value) of Transaction |
Filing Fee |
|
> $133.9 million to < $189.6 million |
$35,000 |
|
$189.6 million to < $586.9 million |
$110,000 |
|
$586.9 million to < $1.174 billion |
$275,000 |
|
$1.174 billion to < $2.347 billion |
$440,000 |
|
$2.347 billion to < $5.869 billion |
$875,000 |
|
≥ $5.869 billion |
$2,460,000 |
Filing tiers are adjusted annually to reflect changes in the GNP for the previous year. Filing fees will be increased annually if the percentage increase in the consumer price index, as determined by the Department of Labor, is greater than one percent. The FTC expects to publish the adjusted amounts as soon as practicable each year, but no later than January 31. Like the new size of transaction thresholds, the new filing fees will go into effect 30 days after publication in the Federal Register.
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