By Ann Leafstedt and Shari Mao
On January 20, 2026, the Federal Trade Commission (FTC) announced the adjusted jurisdictional and filing fee thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The HSR Act requires persons considering certain transactions which exceed the applicable size thresholds to file a premerger notice with the FTC and the Antitrust Division of the United States Department of Justice (DOJ), pay the required filing fee, and observe a designated waiting period before consummating the transaction.
The HSR Act requires that the FTC make annual adjustments to the thresholds requiring premerger notification based on the change in the gross national product for the preceding year.
Here are the new thresholds, effective February 17, 2026:
- The $126.4 million threshold used in the Size of Transaction test will increase to $133.9 million.
- The $25.3 million threshold used in the Size of Person test will increase to $26.8 million, and $252.9 million will become $267.8 million.
- The $505.8 million Size of Parties valuation “cap” will increase to $535.5 million.
| ORIGINAL THRESHOLD | ADJUSTED THRESHOLD |
| $10 million | $26.8 million |
| $50 million | $133.9 million |
| $100 million | $267.8 million |
| $110 million | $294.5 million |
| $200 million | $535.5 million |
| $500 million | $1.339 billion |
| $1 billion | $2.678 billion |
The new filing fee thresholds, as well as the adjusted fee amounts, revised in accordance with the 2023 Consolidated Appropriations Act and effective on February 17, 2026, are:
| ORIGINAL FILING FEE |
ADJUSTED FILING FEE |
SIZE OF TRANSACTION |
|
$30,000 |
$35,000 |
less than $189.6 million |
|
$100,000 |
$110,000 |
not less than $189.6 million but less than $586.9 million |
|
$250,000 |
$275,000 |
not less than $586.9 million but less than $1.174 billion |
|
$400,000 |
$440,000 |
not less than $1.174 billion but less than $2.347 billion |
|
$800,000 |
$875,000 |
not less than $2.347 billion but less than $5.869 billion |
|
$2,250,000 |
$2,460,000 |
$5.869 billion or more |
Even where the jurisdictional thresholds described above have been met, exemptions under the HSR Act and related regulations may apply with respect to certain transactions, such as the acquisition of certain agricultural property, office and residential property, and oil and gas assets.
Parties considering mergers or acquisitions should consult with counsel to determine whether premerger notification is required under the HSR Act. Jackson Walker’s transactional attorneys have extensive experience with all aspects of the merger and acquisition process, including related HSR Act considerations. Additionally, Jackson Walker’s antitrust attorneys have the capability to assist clients in responding to second requests from the DOJ and the FTC and, if necessary, defending proposed mergers and acquisitions from challenges by enforcement agencies and private litigants.
For more information about the HSR Act, please contact an attorney in Jackson Walker’s Antitrust, Corporate & Securities, or Mergers, Acquisitions & Divestitures practice groups
