FTC reveals updates to 2026 HSR filing fees and thresholds

The recent announcement by the Federal Trade Commission (FTC) revealed the updated Hart-Scott-Rodino (HSR) Act thresholds for the year 2026. These adjustments now raise the minimum transaction value that necessitates notification under the HSR Act to $133.9 million. Once these new thresholds are published in the Federal Register, they will come into effect for transactions within 30 days of publication.

Under the HSR Act, any individuals or entities considering specific mergers or acquisitions that meet or exceed the Act’s jurisdictional thresholds are required to file notifications of the transaction with both the FTC and the Department of Justice. Following the submission of HSR filings by both parties, the enforcement agencies have a 30-day window to determine whether additional information is needed, which is commonly referred to as a “Second Request.” Additionally, parties involved in these transactions can request “Early Termination,” which, if granted, will expedite the 30-day waiting period. In the absence of a Second Request within the 30-day period, or if Early Termination is approved, the transaction can proceed to closure. However, should the reviewing agency issue a Second Request, they have 30 days from the date the parties substantially fulfill the request to decide whether to permit the transaction to proceed or to take legal action to block it.

The annual adjustment of the HSR Act filing thresholds is a routine practice carried out by the FTC, with changes typically reflecting adjustments in the gross national product. The 2026 modifications in thresholds serve to align the jurisdictional requirements of the Act with current economic conditions and transaction values. These adjustments play a crucial role in ensuring that only transactions of significant value are subject to mandatory notification requirements, thereby streamlining the regulatory process and focusing attention on transactions with substantial implications.

The HSR Act serves as a vital tool in the maintenance of fair and competitive markets by facilitating robust oversight of mergers and acquisitions to prevent potential anti-competitive practices. By mandating notification of transactions that meet certain thresholds, the Act enables regulatory bodies to assess the potential impact of these transactions on market competition, consumer welfare, and economic efficiency. Through the implementation of clear jurisdictional thresholds and filing requirements, the HSR Act establishes a framework for effective monitoring and evaluation of transactions, enhancing transparency and accountability in the realm of antitrust enforcement.

Overall, the revised thresholds and filing fees for HSR filings announced by the FTC for 2026 underscore the ongoing commitment of regulatory agencies to safeguarding competitive markets and ensuring the integrity of merger and acquisition processes. As economic conditions continue to evolve, these adjustments reflect a proactive approach to maintaining a regulatory framework that is responsive to changing market dynamics and transaction values.