FTC raises HSR premerger threshold to $133.9 million
Deal teams must apply $133.9m HSR trigger for closings after effective date
Change
US FTC raised the HSR size-of-transaction reporting threshold to $133.9 million for 2026, applying to transactions closing 30 days after Federal Register publication.
Why it matters
HSR filing applicability now turns on the new $133.9m threshold for closings after the effective date. Deal teams must reassess in-flight transactions based on closing timing rather than signing date, and update filing-fee schedules.
Implications
- — M&A legal teams must apply the $133.9m threshold for post-effective-date closings — using the old threshold risks missed mandatory HSR filings
- — Deal teams must re-evaluate all in-flight transactions with closing dates after the effective date — filing obligations may change at close
- — Transaction planning must align closing timing with threshold shift — timing decisions directly affect filing requirements
Who is affected
- — M&A legal teams
- — Deal execution and operations teams
What to watch
- — Federal Register publication date — determines effective date trigger
- — Closing timelines of pending transactions relative to threshold change