On January 14, 2026, the Federal Trade Commission (FTC) announced annual revisions to the jurisdictional thresholds that determine which transactions must be reported pursuant to the Hart-Scott-Rodino (HSR) Act. As expected, all thresholds increased. This means that larger transaction values and party size will be required to trigger HSR filings after the new thresholds take effect.
These new thresholds take effect 30 days after publication in the Federal Register—i.e. likely in mid- to late February 2026.
Transactions Valued in Excess of $133.9 Million Will Be Potentially Reportable
When the new thresholds take effect, transactions that result in an acquirer holding assets, voting securities, or noncorporate interests (LLC interests, etc.) valued in excess of $133.9 million will meet the “size of transaction” test and may be required to be reported to the FTC and DOJ’s Antitrust Division under the HSR Act. This is an increase over the current “size of transaction” threshold of $126.4 million.
The “Size of Persons” Thresholds Also Increased
If a transaction meets the “size of transaction” test above, then parties must also consider additional questions to determine if a filing is required.
For some transactions, the parties must consider whether the “size of persons” test is met. The “size of persons” test requires that:
- At least one party to the transaction have annual net sales or total assets of $267.8 million or more; and
- At least one other party to the transaction has annual net sales or total assets of $26.8 million or more.
Whether the “size of persons” test applies depends on the size of the transaction at issue. Parties must also consider, for all transactions, whether exemptions apply that would obviate the HSR filing requirement. A high-level summary of the analysis follows:
We also note that the above analysis only applies to US merger control filings under the HSR Act. Parties may also need to consider whether a transaction triggers merger control filings in other jurisdictions, including foreign countries and some US states.
Filing Fees Also Increased
The FTC also announced the following revised HSR filing fees that will apply when the revised thresholds take effect:
The analysis to determine whether any potential transaction triggers an HSR filing is highly fact-specific. Our Antitrust & Competition practice at Michael Best & Friedrich is led by a former government antitrust enforcer who is experienced in advising clients on HSR reportability issues. Our team would be pleased to review the facts and circumstances to determine merger control reporting requirements for any specific deal.