As States Expand Notice Requirements, Updated HSR Thresholds Remain Paramount

Key Takeaways

• The FTC's updated Hart Scott Rodino (HSR) thresholds take effect for transactions closing on or after Feb. 17, 2026. The size-of-transaction threshold increases to $133.9 million, with corresponding increases to size-of-party thresholds and HSR filing fees.
• Expanded state-level merger notification requirements, including in Colorado and Washington, heighten the importance of early federal and state filing analysis.
• Noncompliance with HSR filing requirements may result in penalties of up to $53,088 per day, underscoring the need to assess threshold impacts and filing obligations well ahead of closing.

FTC Announces 2026 HSR Thresholds

2025 saw an increase in state interest in merger regulation, including two states, Colorado and Washington, joining the federal government in requiring pre-closing notice of mergers. These states have set their thresholds for state filings at 20% of the federal filing threshold — making it more important