HSR thresholds & filings history
Whether an M&A transaction needs to be notified to the FTC and DOJ under the Hart-Scott-Rodino Act turns on a size-of-transaction threshold that is adjusted annually. This page tracks that threshold back through 2020, the current filing-fee schedule, and how many filings the agencies actually receive each year.
What is HSR?
The Hart-Scott-Rodino Antitrust Improvements Act of 1976 requires parties to certain M&A transactions to notify the FTC and DOJ before closing and to wait through a statutory review period. The size-of-transaction test is the primary filter — most transactions below the threshold are not reportable. For larger deals that fall between two size boundaries, the size-of-person test also has to be satisfied.
Annual thresholds, 2020–2026
All figures in USD millions. “Size of person” is the two-party test that applies to transactions valued between the size-of-transaction threshold and the “larger transaction” threshold; above that, the deal is reportable regardless of size of parties.
| Year | Effective | Size of transaction | Size of person (small) | Size of person (large) | Larger-txn floor | Source |
|---|---|---|---|---|---|---|
| 2026 | $133.9M | $26.8M | $267.8M | $535.5M | FTC | |
| 2025 | $126.4M | $25.3M | $252.9M | $505.8M | FTC | |
| 2024 | $119.5M | $23.9M | $239.0M | $478.0M | FTC | |
| 2023 | $111.4M | $22.3M | $222.7M | $445.5M | FTC | |
| 2022 | $101.0M | $20.2M | $202.0M | $403.9M | FTC | |
| 2021 | $92.0M | $18.4M | $184.0M | $368.0M | FTC | |
| 2020 | $94.0M | $18.8M | $188.0M | $376.0M | FTC |
2026 filing-fee schedule
The acquiring person owes the fee at the time of filing. Fee tiers are adjusted annually alongside thresholds. Payment is by electronic wire transfer (EWT) — the FTC discourages checks.
| Size of transaction | Fee |
|---|---|
| $133.9M – $189.6M | $35K |
| $189.6M – $586.9M | $110K |
| $586.9M – $1.174B | $275K |
| $1.174B – $2.347B | $440K |
| $2.347B – $5.869B | $875K |
| ≥ $5.869B | $2,460K |
Source: FTC Filing Fee Information page.
HSR filings received, recent years
Aggregate filings received in each US federal fiscal year (October 1 – September 30). “Second Request” is the FTC/DOJ mechanism to conduct in-depth review; that rate is a proxy for how many notified transactions the agencies find substantively concerning.
| Fiscal Year | Filings received | Share > $1B | Second Requests | Second Req. rate | Report |
|---|---|---|---|---|---|
| FY2025 | 2,006 | 31.8% | 41 | 2.1% | FTC press release |
| FY2024 | 2,031 | 25.0% | 61 | 3.0% | FTC press release |
| FY2023 | 1,805 | — | 38 | 2.1% | FTC press release |
How practitioners use this data
- Deal team pre-check. Any deal valued near the threshold gets HSR analysis regardless — small transactions can trigger by aggregating prior holdings.
- Budgeting the deal. Filing fees are non-trivial (up to $2,460K for the largest deals). Include in closing-cost estimates.
- Timing. Standard 30-day waiting period (15 for cash tender offers). Second Requests typically add 6–12 months and are the single biggest cause of deal-timing surprise.
- Base rates. Roughly 2% of notified transactions get a Second Request; roughly 95% clear the initial waiting period without agency intervention.
Sources & data provenance
Data on this page reflects the state of primary sources as of .