On Jan. 10, 2025, the Federal Trade Commission (“FTC”) announced significant increases to the Hart-Scott-Rodino (“HSR”) premerger notification thresholds for 2025.[1] The FTC also updated the filing fee schedule to reflect these increased thresholds. The higher thresholds come ahead of the effective date of the new HSR rules, which are currently set to go into effect on Feb. 10, 2025[2] and will significantly increase the information, burden, and cost required of parties preparing and submitting HSR premerger notification and report forms.

Increased Reporting Thresholds

The FTC updates the premerger merger notification thresholds each year based upon the change in the gross national product. The premerger notification thresholds provide the minimum numbers that must be met for the size of transaction and, where applicable, size of persons for a proposed transaction to be reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The size of transaction is the value of voting securities or assets that will be acquired after the value of exempt assets such as mortgage-backed securities, cash, and hotels are excluded. The size of person is determined by the value of the assets or, for entities engaged in manufacturing at the lower threshold and all entities at the higher threshold, annual net sales.

The new thresholds have not yet been published in the Federal Register. Typically, the new thresholds become effective thirty days after they are published in the Federal Register. We anticipate that the notice will be published soon and that the effective date of the thresholds will be in late February, 2025. If you are working on a transaction that is closing before the effective date, your transaction will be under the current, lower thresholds. Transactions closing on or after the effective date will be under the new, higher thresholds. We will update this blog post with the effective date once the notice is published. The chart below summarizes the changes to the thresholds:

New HSR Filing Fee Schedule

HSR filing fees, which are based on the size of transaction, are updated annually in accordance with the consumer price index published by the Department of Labor. The new filing fee schedule will also go into effect 30 days after the publication of the notice in the Federal Register and is as follows:

Generally, and unless an exemption applies, HSR will apply to transactions where the size of transaction and size of person tests below are met, although for larger transactions, only the size of transaction test applies. 

[1] FTC Announces 2025 Update of Size of Transaction Thresholds for Premerger Notification Filings

[2] On Jan. 10, 2025, the U.S. Chamber of Commerce, along with Business Roundtable, American Investment Council, and the Longview Chamber of Commerce filed a complaint against the FTC and FTC Chair Lina Khan alleging that the new HSR rules exceed the FTC’s statutory authority under the APA. Chamber of Commerce of the United States of America v. FTC, No. 6:25-cv-009 (E.D. Tex. Jan. 10, 2025). Plaintiffs have not sought a preliminary injunction to stay implementation of the new rules yet; however, with the effective date drawing near, a request for a stay may be on the horizon. Nevertheless, companies should continue preparations for the increased requirements under the new rules.