The Federal Trade Commission announced Tuesday that it has approved revised jurisdictional thresholds and filing fee schedules under the Hart-Scott-Rodino Antitrust Improvements Act for 2026, raising the key transaction reporting threshold from $126.4 million to $133.9 million.
The increase represents a $7.5 million rise in the minimum transaction size that triggers mandatory premerger notification requirements under the HSR Act. The new threshold means that mergers and acquisitions valued at $133.9 million or more will require advance notification to federal antitrust regulators, giving the FTC and Department of Justice time to review potential competitive concerns before deals close.
The adjustment follows statutory requirements under Section 7A(a)(2) of the HSR Act, which mandates that the Commission revise jurisdictional thresholds annually based on changes in gross national product. This automatic adjustment mechanism ensures that filing requirements keep pace with economic growth and inflation, maintaining consistent regulatory coverage as the economy expands.
Under the Hart-Scott-Rodino Act, enacted in 1976 as part of broader antitrust reforms, parties to significant mergers and acquisitions must file detailed information about their proposed transactions with both the FTC and DOJ. This premerger notification system allows federal regulators to investigate deals that might harm competition before they are completed, rather than attempting to unwind anticompetitive mergers after the fact.
The threshold increase reflects broader economic growth and inflation trends that have driven up asset values and transaction sizes across the economy. By raising the minimum filing requirement, the FTC ensures that its limited enforcement resources focus on deals large enough to potentially impact competition in relevant markets, while reducing regulatory burden on smaller transactions.
Alongside the jurisdictional threshold changes, the FTC also approved revisions to the HSR filing fee schedule. These fees, which companies must pay when submitting premerger notifications, are adjusted annually based on changes in both gross national product and the consumer price index, as required by the 2023 Consolidated Appropriations Act.
The filing fee structure operates on a tiered system, with larger transactions requiring higher fees to reflect the greater regulatory resources needed for review. While the FTC announcement did not specify the exact new fee amounts, these adjustments help ensure that the agency's merger review program remains adequately funded as transaction values increase.
The revised thresholds and fee schedule will take effect 30 days after publication in the Federal Register, applying to all transactions that close on or after that date. Companies planning mergers or acquisitions should carefully track the effective date to determine which threshold applies to their deals.
For corporate dealmakers and their advisors, the higher threshold means that some transactions previously subject to HSR filing requirements may no longer trigger mandatory notification. This could streamline the approval process for mid-market deals valued between $126.4 million and $133.9 million, reducing both compliance costs and regulatory review timelines.
However, transactions above the new threshold will continue to face the standard HSR review process, including the possibility of second requests for additional information if regulators identify potential competitive concerns. The FTC and DOJ have maintained active merger enforcement during recent years, challenging deals across various industries from technology to healthcare.
The Commission approved the threshold and fee revisions by a 2-0 vote, reflecting bipartisan support for the routine annual adjustments required by law. This procedural update represents standard regulatory maintenance rather than any shift in enforcement policy or priorities.
Legal and business professionals involved in merger and acquisition activity should update their deal planning processes to account for the new thresholds. Companies approaching the revised $133.9 million threshold should carefully structure transactions and consider timing to determine HSR filing obligations.
The annual threshold adjustment mechanism has operated for decades as a key feature of U.S. antitrust enforcement, ensuring that premerger notification requirements adapt to changing economic conditions. As transaction values continue to grow with economic expansion, these automatic adjustments help maintain the HSR system's effectiveness in capturing deals with significant competitive implications.
The new thresholds represent the latest in a series of annual increases that have gradually raised HSR filing requirements over time. This systematic approach balances the need for effective merger oversight with recognition that smaller transactions pose limited competitive risks and should face reduced regulatory burden.