The Federal Trade Commission (FTC) has announced the annual
revisions to the Hart-Scott-Rodino Antitrust Improvements Act (HSR
Act) thresholds and HSR filing fees, which will become effective on
February 17, 2026. The revised thresholds will apply to any merger
or acquisition closing on or after the effective date.
The FTC is required to adjust these thresholds annually based on
changes in the gross national product and the Consumer Price Index.
This year, the HSR “size of transaction” threshold has
increased from $126.4 million to $133.9 million.
Under the HSR Act, when a deal satisfies the “size of
person” and “size of transaction” thresholds, and
no exemption from reporting is available, the deal must be reported
to the FTC and the U.S. Department of Justice and the parties must
wait for a designated period of time (typically 30 calendar days)
before closing the transaction.