An HSR filing is the pre-merger notification that buyers and sellers in large transactions must submit to the Federal Trade Commission and the Department of Justice before a deal can close. It is required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 whenever a transaction crosses federal size thresholds and no exemption applies. For deals closing in 2026, the entry point is $133.9 million in transaction value, but the full test has more moving parts, and the filing itself has grown considerably since a revised form took effect on February 10, 2025.
Both sides submit a standardized form, pay a fee scaled to the deal, and then wait. During the waiting period the transaction cannot close, and the FTC and DOJ use that window to decide whether the deal warrants a closer look.
When a Filing Is Required
Two threshold tests determine whether a transaction is reportable. Both use dollar figures that adjust each year with changes in gross national product. The 2026 thresholds take effect on February 17, 2026.
Size-of-Transaction Test
A deal is potentially reportable only if the buyer would hold more than $133.9 million worth of the target’s voting securities or assets as a result of the acquisition. Anything below that floor is never reportable, no matter how large the companies involved.
Size-of-Person Test
When the transaction’s value sits between $133.9 million and $535.5 million, a second test kicks in. One party must have at least $267.8 million in annual net sales or total assets, and the other must have at least $26.8 million. If neither side meets those figures, the deal is not reportable even though it clears the transaction floor.
Transactions valued at $535.5 million or more skip the size-of-person test. They are reportable regardless of the parties’ sizes, unless a specific exemption applies.
Exemptions That Can Eliminate a Filing
Even a deal that clears both threshold tests may fall inside a statutory or regulatory exemption. Three come up often:
- Investment-only acquisitions. Buying 10 percent or less of a company’s outstanding voting securities is exempt if the buyer has no intention of influencing the target’s basic business decisions. The exemption vanishes the moment the buyer plans to participate in management, shape strategy, or build toward a controlling stake.
- Intraperson transactions. Transfers of assets or securities between entities controlled by the same person or company are exempt. Forming a wholly owned subsidiary, for example, does not trigger a filing.
- Ordinary-course purchases. Acquiring inventory, raw materials, or supplies in the normal course of business is exempt. Acquiring all or substantially all of the assets of an operating business unit is not.
Other exemptions cover certain real estate transactions, acquisitions by banks and common carriers subject to separate regulatory review, and foreign transactions with limited effects on U.S. commerce. Exemption analysis is often the most judgment-intensive part of the process, and getting it wrong carries the same penalties as skipping the filing altogether.
What Goes Into the Filing
Each party submits a completed Notification and Report Form, officially designated FTC Form C4. The form covers the corporate structures of both sides, revenue breakdowns by industry code, and any existing holdings the buyer has in the target.
Internal Documents
Filers must produce internal materials that discuss the transaction’s competitive effects. That has traditionally meant analyses and reports prepared by or for officers and directors addressing market share, competitors, or geographic expansion. Under the revised form effective February 10, 2025, filers must also submit documents prepared by or for the supervisory deal team lead, meaning the person with primary responsibility for the strategic assessment of the deal, even if that person is not a board member or officer.
Newer Disclosures
Several requirements that did not exist under the prior form now apply. The acquiring person must give a brief description of the strategic rationale for the transaction and identify which submitted documents support that rationale. Conflicting rationales across documents must be addressed.
Both sides must disclose subsidies received from foreign governments or entities considered strategic or economic threats to the United States. The acquiring person must also identify people who serve as officers or directors of both the acquiring company and any entity operating in the same industry as the target. That disclosure is aimed at potential interlocking directorate issues under Section 8 of the Clayton Act.
Filing Fees for 2026
The acquiring person pays the fee, though the parties can privately agree to split or shift the cost. The fee scales with the transaction’s value:
- Less than $189.6 million: $35,000
- $189.6 million to under $586.9 million: $110,000
- $586.9 million to under $1.174 billion: $275,000
- $1.174 billion to under $2.347 billion: $440,000
- $2.347 billion to under $5.869 billion: $875,000
- $5.869 billion or more: $2,460,000
The fee is set by the transaction’s value at the time of filing, and the applicable schedule is the one in effect when the waiting period begins.
How to Submit
Filings go through the FTC’s Kiteworks secure file transfer portal, which delivers the submission to both the FTC and DOJ at once. Anything received after 5:00 p.m. Eastern counts as submitted the next business day. Each document must be a searchable PDF or Excel file, named according to the FTC’s published conventions. First-time filers need to request portal access from the FTC’s premerger office before uploading.
The Waiting Period
Once both parties file complete submissions, a statutory waiting period begins. For most transactions it runs 30 calendar days. Cash tender offers and certain bankruptcy acquisitions get a shorter 15-day period. If the final day lands on a weekend or federal holiday, the period extends to 11:59 p.m. Eastern on the next business day.
The parties cannot close the deal during the waiting period. Beginning to exercise operational control before clearance, sometimes called gun-jumping, draws the same penalties as failing to file at all.
What the Agencies Can Do
Most filings raise no competitive concerns, and those deals simply proceed once the clock runs out. When a transaction warrants more attention, the agencies have several tools.
Early Termination
When both agencies finish their review before the waiting period expires and decide not to challenge the deal, they can grant early termination so the parties can close sooner. The FTC suspended early termination from February 2021 through early 2025 and announced it would lift the suspension when the revised form took effect on February 10, 2025. Filers in 2026 can again request it.
Second Requests
If the reviewing agency spots potential competitive harm, it can issue a Second Request, a formal demand to both parties for additional documents and information. That effectively extends the waiting period. The parties cannot close until they have substantially complied and an additional 30 days have passed (10 days for cash tender offers or bankruptcy sales). The agency then decides whether to clear the deal, negotiate conditions such as divestitures, or seek a court order blocking the transaction.
Withdraw and Refile
If a filing turns out to be incomplete, or the parties want to reset the clock for strategic timing, the acquiring person can withdraw and refile once without paying another fee. The refiling has to happen within two business days of the withdrawal and before the original waiting period expires or a Second Request is issued. The underlying deal cannot have materially changed, and the filer must update transaction-related documents and provide a new affidavit.
Penalties for Getting It Wrong
Failing to file, filing with materially false or incomplete information, and closing before the waiting period expires all carry civil penalties. As of January 2025, the maximum is $53,088 per day of non-compliance, and the figure adjusts upward annually. A deal that closes months before anyone catches the violation can generate eight-figure exposure in a hurry.
Courts can also order structural remedies on top of fines, including forced divestiture of acquired assets or, in extreme cases, unwinding the entire transaction. The agencies have pursued those remedies against companies that treated the filing requirement as optional, and the cost of that litigation has run far beyond what the filing fee and waiting period would have been.