Each year, the minimum jurisdictional thresholds associated with the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR) are adjusted by the Federal Trade Commission (FTC). The 2025 adjustments went into effect on February 21, 2025.
The size-of-transaction threshold increased to $126.4 million, which is up from $119.5 million in 2024. Any transaction valued at $126.4 million or above is reportable if the size-of-party thresholds are met. Those size-of-party thresholds increased to $25.3 million (from $23.9 million) and $252.9 million (from $239 million). Finally, in 2025, any transaction that is valued at more than $505.8 million will be reportable regardless of the size of the parties.
In addition to the increases in the HSR reporting thresholds described above, the FTC adjusted its tier-based HSR filing fee structure. The lowest filing fee remains $30,000 and applies to all transactions valued at less than $179.4 million. The filing fees associated with the remaining five tiers increased, now ranging from $105,000 (applicable to transactions valued at $179.4 million but less than $555.5 million) to $2,390,000 (applicable to transactions valued at $5.555 billion or more).
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