FTC announces revised HSR notification thresholds and HSR filing fees for 2026

On January 14, 2026, the Federal Trade Commission (FTC) published the 2026 jurisdictional thresholds and filing fees for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). This includes an increase in the size of transaction threshold from $126.4 million to $133.9 million.

Each year, the FTC adjusts the HSR thresholds, as required by statute, based on the change in gross national product, and the filing fees based on the percentage increase, if any, in the consumer price index. The new thresholds and fees for 2026 take effect 30 days after publication in the Federal Register (i.e., likely in late February).

HSR Jurisdictional Thresholds – Parties to a transaction must each submit an HSR filing to the FTC and the Department of Justice Antitrust Division (DOJ) when a deal meets the Size-of-Transaction and Size-of-Person thresholds. The HSR Act also requires filing parties to wait to close a transaction until the statutory 30-day waiting period expires.

	Current	Updated
Size-of-Transaction	$126.4 million	$133.9 million
Size-of-Person	$25.3 million and $252.9 million	$26.8 million and $267.8 million

If the jurisdictional thresholds are met and no exemption applies, a filing is required. Determination of reportability under the HSR Act often is not straightforward and involves the analysis and application of complex regulations and agency guidance. Failure to file when required violates the HSR Act and could result in the imposition of significant civil penalties. This can be true even when the failure to file was inadvertent.

HSR Filing Fees – The FTC announcement included an updated transaction scale and corresponding filing fees.

Size-of-Transaction	Filing Fee
< $189.6M	$35,000
$189.6M – $586.9M	$110,000
$586.9M – $1.174B	$275,000
$1.174B – $2.347B	$440,000
$2.347B – $5.869B	$875,000
> $5.869B	$2,460,000

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