FTC Announces New HSR Notification Thresholds for 2026
On 14 January 2026, the Federal Trade Commission (FTC) announced new, increased reporting thresholds and filing fees for transactions requiring premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). Under the adjustments, the minimum “size of transaction” threshold will increase to US$133.9 million from US$126.4 million in 2025. The new thresholds will take effect on 17 February 2026.
New HSR Filing Thresholds
The HSR Act requires premerger notification of transactions that meet the size of transaction and size of person tests to the FTC and the US Department of Justice Antitrust Division, unless an exemption applies. HSR filings trigger a 30-calendar-day initial waiting period that the parties must observe before closing, during which the reviewing agency conducts its preliminary antitrust review of the transaction.1
Size of Transaction
Under the new thresholds, the size of transaction test is met if, as a result of a transaction, the acquiring “person” at the ultimate parent entity (UPE) level will hold voting securities, assets, or noncorporate interests of the acquired “person”:2
- With an aggregate value of more than US$535.5 million; or
- With an aggregate value of more than US$133.9 million but less than US$535.5 million, if the size of person test is also met.
Transactions valued at US$133.9 million or less are not reportable.
For HSR purposes, transaction value includes the value of voting securities or noncorporate interests of the acquired person that the acquiring person already holds (for instance, through one or more prior acquisitions).
| Base Threshold3 | 2025 | 2026 |
| US$50 million | US$126.4 million | US$133.9 million |
| US$200 million | US$505.8 million | US$535.5 million |
Size of Person
Under the new thresholds, the size of person test is met if one party (at the UPE level) has annual net sales or total assets of US$267.8 million or more and the other party (at the UPE level) has annual net sales or total assets of US$26.8 million or more.4
| Base Threshold | 2025 | 2026 |
| US$10 million | US$25.3 million | US$26.8 million |
| US$100 million | US$252.9 million | US$267.8 million |
New HSR Filing Fee Schedule
The updated filing fee schedule for 2026 is as follows:
| Filing Fees | |
| Transaction Value | Fee |
| More than US$133.9 million but less than US$189.6 million | US$35,000 |
| At least US$189.6 million but less than US$586.9 million | US$110,000 |
| At least US$586.9 million but less than US$1.174 billion | US$275,000 |
| At least US$1.174 billion but less than US$2.347 billion | US$440,000 |
| At least US$2.347 billion but less than US$5.869 billion | US$875,000 |
| US$5.869 billion or more | US$2,460,000 |
Penalties for Failure to File
Failure to submit an HSR filing and observe the waiting period for a reportable acquisition may result in significant civil penalties. As of 20 January 2026, the penalty for failure to comply with the HSR Act remains up to US$53,088 for each day of noncompliance.
This publication/newsletter is for informational purposes and does not contain or convey legal advice. The information herein should not be used or relied upon in regard to any particular facts or circumstances without first consulting a lawyer. Any views expressed herein are those of the author(s) and not necessarily those of the law firm's clients.
