FTC approves 2026 updates to HSR jurisdictional thresholds and filing fees

The Hart‑Scott‑Rodino (HSR) Antitrust Improvements Act of 1976 is a U.S. law that requires companies planning certain large mergers or acquisitions to notify the Federal Trade Commission (FTC) and the Department of Justice before closing the deal. The goal is to give antitrust enforcers advance notice and basic information so they can review whether the deal may substantially lessen competition (for example by creating a monopoly) and, if needed, seek to block or modify it before the companies integrate.

For HSR filings, “jurisdictional thresholds” are the dollar‑value cutoffs that determine whether a transaction is big enough to be covered by the HSR Act. Key thresholds include:

• Size‑of‑transaction: the value of what is being acquired (e.g., at least $133.9 million for 2026).
• Size‑of‑person: the minimum size of the buyer and seller (measured by their sales or assets) that must be met for deals in a certain value range. If a deal is below the applicable thresholds, no HSR filing is required; if it meets or exceeds them (and no exemption applies), the parties must file and observe the waiting period.

The 2026 revised HSR jurisdictional thresholds and filing fee schedule take effect 30 days after the FTC’s notice is published in the Federal Register. They apply to all transactions that close on or after that effective date.

Under the HSR Act, the parties to a proposed merger or acquisition must file premerger notifications if:

1. The transaction meets or exceeds the current HSR jurisdictional thresholds (size‑of‑transaction and, where applicable, size‑of‑person), and
2. No statutory or regulatory exemption applies. In practice, this means the acquiring and acquired parties in qualifying deals (including corporations, LLCs and individuals) must each submit an HSR Form and wait the required period before closing.

The 2026 filing fee schedule keeps the same basic structure—fees are tiered by the size of the transaction—but the dollar breakpoints and fee amounts are adjusted upward. Under the 2023 Merger Filing Fee Modernization Act, these HSR fees are indexed annually to growth in gross national product and the consumer price index, so in 2026 companies will generally pay somewhat higher fees at each transaction‑value tier than in 2025, with the largest transactions paying the highest fees. Exact 2026 dollar amounts are set out in the FTC’s Section 7A thresholds and fees notice.

Failing to file an HSR notification when required, or closing a reportable deal before the waiting period ends, is a violation of federal law. The FTC and DOJ can seek civil penalties of up to tens of thousands of dollars per day of violation (adjusted annually; $53,088 per day as of early 2025), and they can still investigate and challenge the merger itself. Companies have paid multi‑million‑dollar settlements for such “failure to file” or “gun‑jumping” violations.