Hart-Scott-Rodino filing thresholds and what US sellers must disclose

What to take away

The size-of-transaction figure, and when it changed

The Hart-Scott-Rodino Antitrust Improvements Act of 1976 does not ban mergers. It requires the parties to a large enough deal to notify the Federal Trade Commission and the Department of Justice, then wait before closing. The thresholds are adjusted every year, so an older figure is out of date.

The 2025 size-of-transaction threshold was $126.4 million. The 2026 adjustment raised it to $133.9 million, effective February 17, 2026. Below that figure no filing is required, whatever the deal does to competition. What gets measured is the value of the voting securities, non-corporate interests or assets the buyer acquires, not the size of the combined company.

The measured value is not always the headline price. Assumed debt, earnouts and contingent payments can all count, so a deal priced just under the line can cross it. Structure decides much of that, so read deal structures before the price is fixed in a letter of intent.

Size-of-person, and what counts as one person

The size-of-person test applies only to deals between $133.9 million and $535.5 million. One party must hold at least $267.8 million in total assets or annual net sales, and the other at least $26.8 million. Above $535.5 million the test does not apply, and only the transaction threshold remains.

A person is not the signing entity alone. It is the ultimate parent entity plus everything that parent controls. A holding company, a family trust or a parent with several controlled companies can make the group far larger than the business on the block.

The definitions sit in the coverage rules at 16 CFR Part 801. Size is read from the most recent regularly prepared financial statements, not from a valuation built for the deal.

Who files, on what form, and how long the wait runs

Both sides file. Each submits the notification and report form and certifies its own information. The buyer cannot file on the seller's behalf, and each side answers for the accuracy of its own part.

The FTC's revised HSR form took effect on February 10, 2025. It asks for more narrative detail than the form it replaced, so the filing takes longer to prepare than many sellers expect.

The initial waiting period is 30 days after both filings are substantially complete. A cash tender offer gets 15 days. A request for additional information stops the clock until the parties comply.

Early termination can end the wait sooner, but the FTC grants it at its discretion. Check the FTC's early termination notices page for the current position before you build the closing date around it.

Where the seller operates on both sides of the border, the US filing sits alongside Canadian review. The note on cross-border acquisitions explains how the two timelines interlock.

Filing fee tiers, and who pays

The acquiring person pays the filing fee, and the amount depends on the size of the deal. Six tiers apply in 2026.

The first tier covers deals up to $189.6 million, and the top tier covers deals of $5.869 billion or more. The FTC's notice at 91 FR 2133 sets the value bands in between. Pull those figures in the week you file, not the week you negotiate. Buyers and sellers often split the fee in the purchase agreement.

What the seller must disclose

The revised form asks for far more than ownership. Sellers should assemble these areas before the filing date, because the mapping takes time.

Revenue coded by division can be a problem. A division may carry a code the parent does not use in its own filings, and the mapping takes time. Family ownership adds a step, and the guide to succession planning for family businesses shows how trusts and holding companies sit in that chain.

Penalties, and the steps that keep the conclusion defensible

Closing without a required filing is a violation even when the deal harms no competition. The civil penalty runs per day, from closing until the parties comply. The most recent maximum found is $53,088 per day, and the figure is adjusted each year, so check the FTC's annual notice before you quote it.

Five steps keep the conclusion defensible:

Exemptions exist for some acquisitions, including certain real property deals and some intraparty transfers, and each carries conditions. Reportable value can move with the structure you pick, so run the cross-checks in businesses for sale requirements before you sign rather than after.

Common questions