CSG Law Alert: 2026 Hart-Scott-Rodino Act (“HSR”) Notification Thresholds and Filing Fee Schedule
The Federal Trade Commission (“FTC”) announced earlier this year the annual updates to the notification thresholds and filing fees for transactions that must be reported under the Hart-Scott-Rodino Act (“HSR Act”).1 The new thresholds became effective February 17, 2026.
2026 Thresholds
If a proposed merger or acquisition (a) is valued more than $535.5 million, or (b) is valued more than $133.9 million and one party to the transaction has $26.8 million in net sales or total assets, and the other party has at least $267.8 million in net sales or total assets, the parties to the transaction are required to notify the FTC and the Department of Justice Antitrust Division and must observe a waiting period before consummating the proposed transaction.
2026 Filing Fee Schedule
If a transaction is reportable under the HSR Act, the size of the transaction will determine the applicable filing fee. The adjusted filing fee schedule listed below applies to all transactions required to be filed on or after February 17, 2026:
| Adjusted Filing Fee | Size of Transaction |
| $35,000 | less than $189.6 million |
| $110,000 | not less than $189.6 million but less than $586.9 million |
| $275,000 | not less than $586.9 million but less than $1.174 billion |
| $440,000 | not less than $1.174 billion but less than $2.347 billion |
| $875,000 | not less than $2.347 billion but less than $5.869 billion |
| $2,460,000 | $5.869 billion or more |
Takeaway
Determining whether the HSR Act applies to a potential transaction requires a complex and deal-specific analysis in order to understand the reporting process and navigate the various statutory exemptions that may apply. Failure to comply with the HSR Act can result in significant civil monetary penalties, making it critical to consult with experienced antitrust counsel in order to better understand the HSR Act and determine if a filing is required in connection with a proposed transaction.
For more information on this topic, please contact the authors of this alert or the CSG Law Corporate Group.
1 The FTC is required to revise all HSR Act thresholds annually based on changes in the U.S. gross national product.