Effective February 17, 2026, the FTC’s annual adjustments under the HSR Act will increase the initial HSR merger notification threshold to $133.9 million from $126.4 million, and raise maximum filing fees to $2.46 million, affecting the cost and reportability of M&A transactions.
These changes adjust both the size-of-transaction and size-of-person tests and update all six HSR filing fee tiers based on economic indicators.
Read on to understand what the new HSR thresholds mean for deal planning, compliance strategy, and transaction timing in 2026.
On January 16, 2026, the Federal Trade Commission (FTC) published its annually adjusted minimum dollar jurisdictional thresholds that determine reportability under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act) as well as the corresponding adjusted filing fees.
If the applicable thresholds are met, a proposed merger, acquisition of stock, assets, or unincorporated interests, or other business combination requires premerger notification to the FTC and the Antitrust Division of the Department of Justice (DOJ) and compliance with a statutory waiting period. The FTC is required to annually adjust the notification thresholds based on changes in gross national product (GNP). The applicable filing fee is determined by the value of the transaction. The six-tier filing fee thresholds are adjusted annually based on changes in GNP, and the fees within each tier are adjusted based on changes in the consumer price index (CPI).
HSR Thresholds
The new thresholds, as summarized in the table below, will determine whether a transaction is reportable under the HSR Act. If the initial size-of-transaction threshold is not met, the transaction is generally not reportable (size-of-transaction test). If the initial threshold is met but the higher size-of-transaction threshold is not met, reportability generally depends on each party’s annual net sales and total assets (size-of-person test). In such cases, the transaction is reportable only if at least one of the parties involved has annual net sales or total assets exceeding the higher size-of-person threshold and the other party exceeds the lower size-of-person threshold. However, if the higher size-of-transaction threshold is met, the size-of-person test does not apply.
HSR Filing Fees
The new filing fees for transactions subject to the HSR Act are summarized in the table below.
Looking Ahead
Both the new notification thresholds and the filing fees will become effective on February 17, 2026.
The Corporate, Securities, and M&A Practice at Tarter Krinsky & Drogin is actively monitoring the annual adjustments of the HSR thresholds, the corresponding filing fees, and related developments in this field.
