2026 HSR Filing Thresholds
Planning a deal in 2026? Updated federal merger reporting thresholds could determine whether your transaction must be filed with regulators.
On January 14, 2026, the Federal Trade Commission announced updated reporting thresholds for mergers and acquisitions under the Hart–Scott–Rodino Antitrust Improvements Act (HSR Act). These thresholds determine which transactions must be reported to federal antitrust regulators and are adjusted annually to reflect changes in the U.S. gross national product.
For 2026, the minimum “size of transaction” threshold has increased from $126.4 million to $133.9 million.
The “size of person” thresholds, which evaluate a party’s annual net sales or total assets, have also increased. One threshold rises from $25.3 million to $26.8 million, and the other from $252.9 million to $267.8 million.
Transactions valued at more than $535.5 million will now require an HSR filing regardless of whether the size-of-person test is met, unless an applicable exemption applies.
The filing fees for reportable transactions have also increased. The minimum filing fee is now $35,000 (up from $30,000), and the maximum filing fee is $2.46 million for transactions exceeding $5.555 billion in value.
These revised thresholds and filing fees went into effect on February 17, 2026.
Determining whether a transaction triggers an HSR filing or qualifies for an exemption can involve complex regulatory analysis. Businesses considering mergers, acquisitions, or other strategic transactions should evaluate HSR implications early in the process to avoid delays and ensure compliance.
