US FTC raises HSR premerger reporting threshold to $133.9 million
→Deal teams must apply $133.9m HSR trigger for closings after effective date
Change
The 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
The revised threshold replaces the prior $126.4 million trigger for all transactions closing on or after the effective date. Filing obligations must be recalculated based on closing timing, not signing date, requiring deal teams to reassess HSR applicability for in-flight transactions.
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
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Source
View on FTC