Parties to certain mergers or acquisitions must notify the Federal Trade Commission (FTC) and the U.S. Department of Justice (DOJ) and observe a waiting period before closing, as required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the Act). This notification program allows the FTC and DOJ to evaluate any potential anticompetitive effects of the proposed transaction. Whether a proposed transaction is subject to the notification program generally depends on the size of the transaction and the size of the parties.
The Act requires parties to file the notification and observe the waiting period if either of the following would be true as a result of the proposed transaction:
- The acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $200 million (as adjusted).
- The acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $50 million (as adjusted) but not more than $200 million (as adjusted), and one person has sales or assets of at least $100 million (as adjusted), and the other person has sales or assets of at least $10 million (as adjusted).
The various dollar thresholds above are noted to be “as adjusted” because they are required to be revised annually by the FTC based on changes in the gross national product. A complete list of the original thresholds, two most recent prior thresholds, and current thresholds are shown in this chart.
| Original Threshold | Prior Threshold (Went Into Effect March 6, 2024) | Prior Threshold (Went Into Effect February 21, 2025) | Current Threshold (Will Go Into Effect February 17, 2026) |
| $10 million | $23.9 million | $25.3 million | $26.8 million |
| $50 million | $119.5 million | $126.4 million | $133.9 million |
| $100 million | $239.0 million | $252.9 million | $267.8 million |
| $110 million | $262.9 million | $278.2 million | $294.5 million |
| $200 million | $478.0 million | $505.8 million | $535.5 million |
| $500 million | $1.195 billion | $1.264 billion | $1.339 billion |
| $1 billion | $2.39 billion | $2.529 billion | $2.678 billion |
Size of Transaction Alone: The $200 million size-of-transaction threshold is the original threshold under the Act. As the chart above shows, the current size-of-transaction threshold for this purpose is $535.5 million. Using the applicable current threshold, transactions are reportable under the Act if the acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $535.5 million.
Size of Transaction and Size of Person: The $50 million and $200 million size-of-transaction thresholds and the $100 million and $10 million size-of-person thresholds are the original thresholds under the Act. Using the applicable current thresholds, transactions are reportable under the Act if a) the acquiring person will hold an aggregate amount of voting securities, non-corporate interests, or assets of the acquired person valued in excess of $133.9 million but not more than $535.5 million, b) one person has sales or assets of at least $267.8 million, and c) the other person has sales or assets of at least $26.8 million.
A filing fee is required with each notification under the Act. The filing fee is dependent on the size of the transaction. The current filing fees will be effective on February 17, 2026, and are:
| Size of Transaction | Filing Fee |
| in excess of $133.9 but less than $189.6 million | $35,000 |
| not less than $189.6 million but less than $586.9 million | $110,000 |
| not less than $586.9 million but less than $1.174 billion | $275,000 |
| not less than $1.174 billion but less than $2.347 billion | $440,000 |
| not less than $2.347 billion but less than $5.869 billion | $875,000 |
| $5.869 billion or more | $2.46 million |
Civil penalties may be imposed for violations of the Act. Effective January 10, 2024, the maximum civil penalty amount increased from $51,744 to $53,088 per day. A further increase is expected to be announced in early 2026.
If you have questions about filings under the Act, please contact your Much attorney for guidance and support.