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13 January 20256 minute read

FTC announces annual revisions to HSR Act thresholds

The Federal Trade Commission (FTC) has announced its annual revision to the jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).

Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued at more than $126.4 million.

When the Size-of-Persons test applies

If, as a result of the transaction, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $126.4 million but below $505.8 million, then the Size-of-Persons test will also need to be met for the transaction to be reportable.

Generally, the Size-of-Persons test will be met if one person (either acquiring or acquired) has annual net sales or total assets equal to or exceeding $25.3 million, and the other person has annual net sales or total assets equal to or exceeding $252.9 million.

The application of the HSR Act is highly fact-specific, and parties are encouraged to confirm filing requirements based on the facts of the specific deal at issue.

The filing fee tiers will also be amended as follows:

Size of transaction

2025 adjusted filing fee

Less than $179.4 million

$30,000

Not less than $179.4 million but less than $555.5 million

$105,000

Not less than $555.5 million but less than $1.111 billion

$265,000

Not less than $1.111 billion but less than $2.222 billion

$425,000

Not less than $2.222 billion but less than $5.555 billion

$850,000

$5.555 billion or more

$2,390,000


Effective date

The new thresholds will go into effect on the date that is 30 days after publication in the Federal Register, which is expected in the next few days.

With decades of experience, DLA Piper’s Antitrust and Competition group helps clients to achieve their business goals without jeopardizing compliance with federal, state, and international antitrust and competition laws. For more information, please contact the authors.