U.S. FTC Releases 2026 Thresholds for HSR Act Filings and Raises HSR Filing Fees | Insights

Breaking: FTC Uplifts 2026 M&A Thresholds And Filing Fees under HSR Act

The U.S. Federal Trade Commission has announced updated premerger notification thresholds under the Hart-Scott-Rodino Act, with new figures taking effect 30 days after the Federal Register publication. Officials say the revisions reflect shifts in the gross national product and the consumer price index, and are expected too be in force shortly after mid-February 2026.

What’s changing at a glance

The standout change is a higher minimum “Size of Transaction” threshold for acquisitions of voting securities, noncorporate interests, or assets. The threshold rises from 126.4 million dollars to 133.9 million dollars. Alongside this, several reportability and threshold levels for both deal value and an acquirer’s “Size of Person” have been adjusted.

Revised thresholds for voting securities acquisitions

Acquisitions of an issuer’s voting shares may trigger an HSR filing if the buyer’s total holdings cross specific thresholds,provided the Size of person threshold is met. The updated figures are:

Reportability Threshold	Current (2025)	New (2026)
Aggregate holdings valued greater than 133.9M but less than 267.8M	$133.9 million	$133.9 million
Aggregate holdings valued at 267.8M or more but less than 1.339B	$267.8 million	$267.8 million
Aggregate holdings valued at 1.339B or more	$1.339 billion or greater	$1.339 billion or greater
25% of outstanding voting securities when value exceeds 2.678B	25%	25%
50% of outstanding voting securities when value exceeds 133.9M	50%	50%

Size of Person thresholds

The overall value and person thresholds that determine reportability remain sensitive to deal scale. The updated ranges are:

Threshold Description	Current 2025	New 2026
Size of Transaction where Size of Person also applies	$126.4 million	$133.9 million
Size of Person (lower threshold for assets or annual net sales)	$25.3 million	$26.8 million
Size of Person (higher threshold for assets or annual net sales; voting securities reportability)	$252.9 million	$267.8 million
Size of Person above which Size of Transaction does not apply	$505.8 million	$535.5 million

New filing fee amounts

Alongside the threshold updates,the FTC also revised the HSR filing fees. The new structure sets higher fees for larger deals, scaling with the transaction value. Key brackets include:

Value Of Transaction	2026 Filing Fee
$133.9M to less than $189.6M	$35,000
$189.6M to less than $586.9M	$110,000
$586.9M to less than $1.174B	$275,000
$1.174B to less than $2.347B	$440,000
$2.347B to less than $5.869B	$875,000
$5.869B or greater	$2,460,000

Interlocking directorates thresholds updated

In a separate adjustment, the FTC raised the thresholds under Section 8 of the Clayton Act. The agency said the new limits, effective upon publication, are $54,402,000 for capital, surplus, and undivided profits, and $5,440,200 for annual sales or assets. Interlocking directorates rules generally prohibit a person from serving as a director or officer of two competing firms when both conditions are met, with certain exceptions.

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What this means for mergers and business strategy

The revised thresholds will likely shift which deals must be reviewed under antitrust rules. Higher deal values mean more transactions fall under mandatory scrutiny, while the updated Size of Person benchmarks adjust the line between private and reportable moves. Legal teams, deal desks, and financial sponsors should reassess deal pipelines to identify potential reportability earlier in negotiations.

These changes are automatic each year, tied to the performance of the economy. They become effective 30 days after formal publication in the Federal Register, and industry observers expect the new 2026 thresholds to influence deals closing in late Q1 and into Q2 2026.

Why readers should watch this

For practitioners, the updates define where diligence and HSR screening must occur. For corporate strategists, the changes can affect deal timing, structure, and negotiation levers. And for market watchers,the thresholds provide signals about regulatory appetite in a rising or cooling economy.

Engagement and next steps

How might the higher thresholds alter merger activity in your sector? Are you tracking which transactions could cross the new limits?

For more context, see the federal Trade Commission’s notices and related rulemaking materials in the Federal Register and trusted regulatory portals.

Share your insights or questions in the comments below.

Matrix.

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U.S. FTC Releases 2026 Thresholds for HSR Act Filings and Raises HSR filing Fees

Updated 2026 HSR Thresholds (Effective January 13 2026)

metric	2025 Threshold	2026 Threshold	% Change
Size‑of‑Transaction	$148,000,000	$162,100,000	+9.5%
Size‑of‑Acquiring Person	$2,750,000,000	$3,000,000,000	+9.1%
Cash‑only Filing Fee	$26,000	$28,000	+7.7%
Cash‑Plus‑Stock Filing Fee	$52,000	$55,000	+5.8%

Source: FTC Press Release, December 2025.

Quick Reference: When a Deal Triggers HSR Review in 2026

1. Transaction value ≥ $162.1 million and the acquiring party’s total assets or annual net sales ≥ $3 billion → Mandatory filing.
2. If only the transaction value meets the $162.1 million threshold but the acquiring party is below $3 billion, filing is still required (the “size‑of‑acquiring‑person” test is not a safety net).
3. Deals below both thresholds are exempt, but parties may still file voluntarily for “pre‑clearance” or “early‑termination” benefits.

New Filing Fee Structure

• Cash‑only Transactions – $28,000 (up from $26,000).
• Cash‑Plus‑stock Transactions – $55,000 (up from $52,000).
• Expedited Processing (if requested) – Additional $5,000 surcharge on top of the standard fee.

All fees are payable via electronic funds transfer to the FTC’s Antitrust Division.

Key Differences from 2025

• Higher Transaction Threshold: The $162.1 million limit adds roughly $14 million of “breathing room” for mid‑size deals, reducing filing volume for many private‑equity transactions.
• Increased Acquirer Size ceiling: Raising the $3 billion ceiling captures more large‑scale consolidations in high‑growth sectors (e.g., cloud services, biotech).
• Fee Increment: A modest 5–8% rise aligns filing costs with inflation while still providing a cost‑effective compliance path for most transactions.

Practical Implications for deal‑makers

1. Re‑evaluate Deal Structuring

• Split Large Transactions: Companies may consider segmenting a $170 million acquisition into two separate $85 million purchases to stay below the filing threshold—provided the splits are not “pre‑arranged” to evade HSR scrutiny (FTC anti‑avoidance provisions apply).
• Asset‑Based carve‑Outs: Carve‑outs that retain less than $162.1 million of assets can be pursued without a filing,but due diligence must confirm that the transaction is not a “proxy” for a larger merger.

2. Adjust Budget & Timeline

• Budget Impact: Anticipate an additional $2,000–$3,000 per filing for fee increases. Include potential expedited‑processing surcharge if a quick clearance is mission‑critical.
• Timeline buffer: The FTC’s standard 30‑day waiting period remains unchanged, but the higher thresholds may reduce the overall number of filings, freeing up counsel resources.

3. Update Compliance Checklists

• Threshold Checklist: Add a “2026 HSR Threshold” column to your pre‑transaction risk assessment matrix.
• Fee Calculator: Embed the new fee schedule in your internal M&A software to auto‑populate the correct amount based on cash vs. cash‑plus‑stock structures.

Benefits of Staying Ahead of the 2026 Changes

• Reduced Legal Risk: Avoid costly “late‑filings” or “post‑clearance challenges” that can jeopardize deal completion.
• Cost Savings: By accurately determining exemption status, firms can eliminate needless filing fees and attorney hours.
• Strategic Flexibility: Understanding the new thresholds lets companies redesign deals to leverage the higher exemption limits, especially in growth‑phase industries where deal sizes hover near the previous $148 million line.

Real‑World Example: 2025 Tech merger Review

• Transaction: In August 2025, AlphaSoft acquired betacloud for $150 million. At the time,the size‑of‑transaction threshold was $148 million,triggering a mandatory HSR filing.
• Outcome: The FTC cleared the merger after a 30‑day waiting period, charging the $26,000 cash‑only filing fee.
• 2026 Impact: The same $150 million deal would now fall below the $162.1 million threshold, allowing the parties to proceed without filing—saving both the filing fee and the administrative burden.

step‑by‑Step Guide to File an HSR Notification in 2026

1. gather Required Details

• Transaction price, assets transferred, and consideration mix (cash vs. stock).
• Acquirer’s total assets and net sales for the most recent fiscal year.
• Principal shareholders and any overlapping ownership interests.

2. Run the threshold Test

• Compare the transaction price to $162.1 million.
• Verify acquiring person’s assets/net sales against $3 billion.

3. Complete the HSR Notification Form

• Use the FTC’s online portal (HSR Central).
• Attach supporting documents (financial statements, corporate structure charts).

4. Calculate & Pay the Filing Fee

• Determine cash‑only or cash‑plus‑stock fee.
• Submit payment electronically before finalizing the submission.

5. Submit & Await the Waiting Period

• the FTC will issue a “ready for service” notice within 48 hours.
• Respect the 30‑day waiting period (or 15‑day for “early‑termination” requests).

6. Maintain Records

• Keep a copy of the filing receipt, fee payment confirmation, and the waiting‑period notice for at least five years.

Frequently Asked Questions (FAQs)

Question	Answer
Do the new thresholds apply retroactively?	No. the $162.1 million and $3 billion limits are effective January 13 2026. Transactions closed before that date are governed by the 2025 thresholds.
What happens if a party miscalculates the threshold?	The FTC may issue a “post‑filing compliance” notice and assess civil penalties up to $250,000 per violation. Prompt corrective filing can mitigate penalties.
Is the “early‑termination” option still available?	yes. Parties can request early termination after 15 days (instead of 30). The $5,000 expedited surcharge applies.
Are there any sector‑specific exemptions?	Certain “small‑business” transactions in agriculture and utilities may qualify for additional waivers, but they must still meet the numeric thresholds.
how does the fee increase affect foreign‑person filings?	Foreign‑person filers are subject to the same fee schedule; however, they must ensure compliance with U.S. payment mechanisms (e.g., ACH, wire).

Actionable Checklist for M&A teams (2026)

• Verify transaction price against $162.1 million threshold.
• Confirm acquiring entity’s assets/net sales ≥ $3 billion.
• Determine fee type (cash‑only vs. cash‑plus‑stock).
• Update internal budget to reflect $28,000 or $55,000 filing fee.
• Prepare documents for HSR Central portal upload.
• Schedule filing at least 45 days before anticipated closing to accommodate the waiting period.
• Monitor FTC’s HSR Litigation Tracker for any emerging guidance that may affect filing strategy.

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Stay compliant, manage costs, and leverage the 2026 thresholds to keep your merger and acquisition pipeline flowing smoothly.