FTC Announces Annual Update to HSR and Section 8 Thresholds

The Federal Trade Commission has announced its annual updates to the thresholds and filing fees related to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). These dollar thresholds are indexed annually based on changes in the U.S. gross national product and the Consumer Price Index.

The HSR Act requires that certain transactions be notified prior to their consummation. This year, the “size-of-transaction" threshold for reporting mergers and acquisitions under the HSR Act will increase from $119.5 million to $126.4 million. In addition, the "size-of-person" threshold, the filing fee thresholds, and the fee schedule will all also increase.  The new filing fee thresholds and fee schedule are as follows:

2025 Filing Fee	2025 Size of Transaction
$30,000	Less than $179.4 million
$105,000	Not less than $179.4 million but less than $555.5 million
$265,000	Not less than $555.5 million but less than $1.111 billion
$425,000	Not less than $1.111 billion but less than $2.222 billion
$850,000	Not less than $2.222 billion but less than $5.555 billion
$2,390,000	$5.555 billion or more

The Commission also issued revised thresholds relating to the prohibition of certain interlocking directorates under Section 8 of the Clayton Act.

The revised thresholds were published in the Federal Register on January 22, 2025, and become effective thirty days after publication on February 21, 2025. Click here to read a full copy of the Commission's announcement, including a complete listing of the revised thresholds. Click here for a copy of the FTC’s announcement and information regarding the Clayton Act, Section 8 thresholds.