FTC Revises 2026 HSR Merger Notification Thresholds and Filing Fees

USA: FTC Revises 2026 HSR Merger Notification Thresholds and Filing Fees

A revised set of thresholds and filing fees for pre‑merger notifications under the Hart‑Scott‑Rodino (HSR) Act will take effect in 2026, according to a recent announcement from the Federal Trade Commission.

Legislative Framework

Section 7A(a)(2) of the HSR Antitrust Improvements Act of 1976 obligates the Commission to adjust jurisdictional thresholds each year based on changes in gross national product (GNP). The same statute requires the filing‑fee schedule to be updated annually using both GNP and the consumer price index, as mandated by the 2023 Consolidated Appropriations Act.

Transaction Size Threshold

For 2026, the size‑of‑transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act will rise from $126.4 million to $133.9 million, reflecting the latest economic data.

Filing‑Fee Schedule Adjustments

The FTC indicated that the revised fee schedule will be calibrated to the same economic indicators, ensuring that filing costs remain proportionate to market conditions.

Effective Date and Scope

The new thresholds and fees will apply to all transactions that close on or after the effective date of the notice, which is 30 days after its publication in the Federal Register.

Commission Vote

The notice approving the revisions was adopted by a unanimous 2‑0 vote of the FTC Commissioners.

Implications for Businesses

Companies planning mergers or acquisitions should review the updated limits to determine whether a filing is required, and adjust budgetary expectations for the associated filing fees accordingly.

This report is based on information from Federal Trade Commission, licensed under Public Domain (U.S. Government Work). Source: Official U.S. Government release.