The Federal Trade Commission (FTC) has announced updated jurisdictional thresholds and filing fees under the Hart-Scott-Rodino (HSR) Act, which will take effect on February 17, 2026. These annual adjustments are mandated by the HSR Act and reflect changes in the gross national product from the previous year. The 2023 Consolidated Appropriations Act also requires that filing fee tiers and amounts be revised annually.
According to the FTC, “The correct threshold for determining reportability is the one in effect at the time of closing.” For 2026, the minimum size of transaction threshold—often referred to as the “$50 million (as adjusted)” threshold—will be $133.9 million. This means that transactions closing on or after February 17, 2026, must meet or exceed this amount to be reportable under HSR rules. For example, a deal valued at $130 million closing after this date would not require an HSR filing because it falls below the new threshold.
The new jurisdictional thresholds effective in February include:
- $10 million original threshold adjusted to $26.8 million
- $50 million adjusted to $133.9 million
- $100 million adjusted to $267.8 million
- $110 million adjusted to $294.5 million
- $200 million adjusted to $535.5 million
- $500 million adjusted to $1.339 billion
- $1 billion adjusted to $2.678 billion
For filing fees, “The filing fee is determined by the value of the transaction at the time of filing,” according to FTC guidance. The updated fee schedule is as follows:
- Transactions less than $189.6 million: fee is now $35,000
- Not less than $189.6 million but less than $586.9 million: fee is now $110,000
- Not less than $586.9 million but less than $1.174 billion: fee is now $275,000
- Not less than $1.174 billion but less than $2.347 billion: fee is now $440,000
- Not less than $2.347 billion but less than $5.869 billion: fee is now $875,000
- Transactions of at least $5.869 billion: fee is now set at $2,460,000
Notification thresholds for subsequent purchases will also adjust each year in accordance with Section 802.21 of HSR Rules.
Parties are encouraged to consult with the Premerger Notification Office (PNO) if they have specific questions about how these rules apply.
