Authors
Authors
On January 14, 2026, the Federal Trade Commission (FTC) announced the annual threshold adjustments for premerger filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended (15 U.S.C. section 18a). The FTC annually revises the thresholds based on the change in gross national product. The updated thresholds have increased the dollar amounts required to trigger an HSR filing for both the size-of-transaction and the size-of-person tests. The revised HSR thresholds will apply to all transactions that close on or after 30 days following their publication in the Federal Register.
Adjusted threshold for the size-of-transaction test
The minimum value of a transaction that could trigger an HSR filing will increase from $126.4 million to $133.9 million.
|
Value of transaction |
HSR filing required? |
|---|---|
|
$133.9 million or less |
No |
|
More than $133.9 million, up to $535.5 million |
Only if size-of-person test is met (see below) |
|
More than $535.5 million |
Yes |
For any agreement entered into prior to the effective date (30 days after publication in the Federal Register), the new thresholds will apply so long as the transaction closes on or after the effective date.
Adjusted thresholds for the size-of-person test
The following table reflects the adjusted annual thresholds for the size-of-person test. For transactions valued at more than $133.9 million and up to $535.5 million, an HSR filing is required only if the size-of-person test is met.
|
Original threshold |
2026 indexed threshold |
|
|---|---|---|
|
Total assets or annual net sales of acquiring/acquired person |
$100 million |
$267.8 million |
|
Total assets or annual net sales of other person |
$10 million |
$26.8 million |
Filing fee thresholds
The fees paid by parties subject to HSR review depend on the reported size of the transaction. The FTC approved changes to the HSR filing fee thresholds, which will similarly become effective 30 days after publication in the Federal Register. For transactions that are imminent or currently underway, the applicable filing fee thresholds are those in effect at the time of filing notification.
|
Size of transaction |
2026 adjusted 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 |
Non-reportable and cleared transactions
A deal that does not trigger HSR thresholds – or has already obtained HSR clearance – can still be reviewed and challenged by antitrust authorities. Both the Department of Justice’s Antitrust Division and the FTC have sought to unwind completed mergers and have also targeted deals well below the size-of-transaction threshold.
Navigating the current HSR landscape
In February 2025, a historic overhaul of the U.S. merger review process went into effect, broadening the scope of documents and information required to be submitted with HSR filings and imposing substantial additional burdens on parties, adding both time and expense to the process. Also in 2025, the federal antitrust agencies prioritized enforcement of rules prohibiting illegal premerger coordination, known as “gun jumping,” with the DOJ imposing a $5.6 million penalty – the largest penalty ever imposed for a gun-jumping violation in U.S. history – on parties alleged to have coordinated significant business activities while still under antitrust review. The DOJ also investigated and prosecuted companies for alleged violations of the HSR rules, such as withholding responsive business documents and failing to provide true, correct, and complete responses under the HSR Act.
Given the complexity of navigating the new HSR rules and agencies’ enforcement agenda, it is prudent to involve experienced antitrust counsel early in your deal planning to evaluate HSR filing obligations and substantive antitrust considerations for transactions of any size. To learn more about our antitrust capabilities, please contact any of the authors listed below or your usual Reed Smith attorney.
Client Alert 2026-005
Authors