FTC Raises HSR Act Filing Thresholds and Fees for 2026: What Dealmakers Need to Know

Takeaways

• HSR Act filing thresholds will increase by approximately 6% for transactions closing on or after February 15, 2026.
• The new thresholds impact what transactions may trigger mandatory pre-closing notice to the FTC and DOJ.
• Early assessment of HSR applicability is critical to ensure compliance while avoiding delays.

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The thresholds that determine whether pre-closing notice of a transaction is required under the Hart-Scott-Rodino Act (“HSR Act”) will increase by approximately 6% for transactions closing on or after February 15, 2026. The required filing fees will similarly increase for those transactions. Click here for a quick reference for these new thresholds and filing fees.

New Filing Thresholds

Unless otherwise exempted, pre-closing notice to the Federal Trade Commission and the Antitrust Division of the Department of Justice under the HSR Act is required where either:

• the acquiring person will hold more than $535.5 million of the acquired person’s voting securities, non-corporate interests, or assets as a result of the acquisition; or
• the acquiring person will hold more than $133.9 million of the acquired person’s voting securities, non-corporate interests or assets as a result of the acquisition and one person has annual sales or assets of $267.8 million or more and the other person has $26.8 million or more (where person includes a party’s ultimate parent and the entities controlled by the ultimate parent).

When pre-closing notification is required under the HSR Act, the parties must wait 30 days after submitting completed notifications before closing the transaction. The waiting period may be shortened if the parties request early termination and the FTC and DOJ, in their discretion, grant the request. The waiting period can also be extended if the FTC or DOJ issues a request for additional information about the transaction (commonly referred to as a “Second Request”). If the agencies issue a Second Request, the waiting period is extended to 30 days after the parties substantially comply with it.

Failure to provide required notice may subject to the parties to significant fines of up to $53,088 per day of non-compliance.

Updating Filing Fees

The new HSR Act filing fees range from $35,000 to $2,460,000, depending on the size of transaction. Under the HSR Act, the acquiring person is responsible for paying the fee, but the parties may agree to a different payment allocation.

Determining whether notice is required under the HSR Act is a function of the complex HSR Act, rules, and agency interpretations. Consult with counsel for advice on whether your proposed deal may be subject to the HSR Act and to discuss whether it may present other antitrust risks. For more information on HSR or other antitrust issues, please contact: Howard Iwrey (248-203-0526, hiwrey@dykema.com), Cody Rockey (734-214-7655, crockey@dykema.com), A. Joseph Duffy IV (248-203-0713, jduffy@dykema.com), or your Dykema relationship attorney.