January 13, 2025

FTC Announces 2025 Revised HSR Thresholds and Filing Fees

Expanded HSR premerger filing requirements remain set to take effect on February 10, 2025

4 min

On January 10, 2025, the Federal Trade Commission (FTC) announced its annual adjustments to the filing thresholds and fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act). Because of this year's adjustments, transactions valued at more than $126.4 million may trigger an HSR filing. The new thresholds and filing fees will take effect 30 days after they are published in the Federal Register, which is expected in the coming days. For a particular transaction, the expected closing date, not the date of agreement, determines whether the new thresholds will apply.[1]

The HSR Act generally requires parties to file notifications, including a filing fee, with the FTC and the Department of Justice when a proposed transaction—such as a merger, joint venture, stock or asset acquisition, or exclusive license—meets specified dollar thresholds and no exemptions apply. If a notification is required, the transaction cannot close while the statutory waiting period runs (generally 30 days) and the federal antitrust agencies review the transaction. Most commonly, a filing is required if the parties meet both the "size-of-person" and "size-of-transaction" tests, which will be modified by the adjusted thresholds as follows:

  • 2025 Size-of-Transaction Test: Met if, as a result of the transaction, the buyer will acquire or hold voting securities, non-corporate interests, or assets of the seller valued in excess of $126.4 million. Furthermore, if the value of the transaction exceeds a significantly higher level—now set at $505.8 million—a filing may be required even if the size-of-person test below is not satisfied.
  • 2025 Size-of-Person Test: Met if one party to the transaction has $252.9 million or more in annual net sales or total assets and the other has $25.3 million or more in annual net sales or total assets.

In addition to the revised thresholds, the HSR filing fees will be increased slightly for many reportable transactions as shown below:

2024 Size of Transaction
2024 Filing Fees
2025 Size of Transaction
2025 Filing Fees

Greater than $119.5 million but less than $173.3 million

$30,000

Greater than $126.4 million but less than $179.4 million

$30,000

$173.3 million or more but less than $536.5 million

$105,000

$179.4 million or more but less than $555.5 million

$105,000

$536.5 million or more but less than $1.073 billion

$260,000

$555.5 million or more but less than $1.111 billion

$265,000

$1.073 billion or more but less than $2.146 billion

$415,000

$1.111 billion or more but less than $2.222 billion

$425,000

$2.146 billion or more but less than $5.365 billion

$830,000

$2.222 billion or more but less than $5.555 billion

$850,000

$5.365 billion or more

$2,335,000

$5.555 billion or more

$2,390,000

The HSR thresholds are only one part of the analysis used to determine whether an HSR filing is required for a given transaction. Even if the thresholds are met, certain transactions may still be exempt from the HSR notification requirements (e.g., ordinary course of business acquisitions, certain acquisitions of real property, passive investments). Moreover, an HSR filing obligation may arise in situations beyond the traditional stock purchase or company merger—including, for example, investor acquisitions of a minority interest in a company. Because application of the HSR rules and exemptions is highly technical, it is important to seek guidance from experienced HSR counsel in connection with any transaction where it appears the HSR thresholds might be met.

New HSR Premerger Filing Requirements Set to Take Effect on February 10, 2025

In addition to the 2025 revised thresholds, new HSR filing requirements are also set to take effect on February 10, 2025, as discussed in our previous client alert. The new requirements contain expansive changes and significantly broaden the scope of information and documentary materials required from merging parties, particularly for transactions involving overlapping products or supply relationships. Among other changes, filing parties will now be required to include narratives regarding the transaction rationale, identify competitive overlaps and supply relationships between the parties, provide lists of top customers in areas of overlap, disclose certain information concerning parties' board members, and produce an expanded set of transaction-related documents. Parties who anticipate submitting HSR filings on or after February 10, 2025 should consult with HSR counsel as soon as possible and be prepared to allot significantly more time and resources to prepare HSR filings than they are likely accustomed to under the current rules. For more information on the specific changes brought by the new rules and implications for merging parties, see here.

For more information and assistance, contact Lisa Jose Fales, Paul Feinstein, or William Vigen in Venable's Antitrust Practice Group.


[1] For transactions closing before the effective date, the 2024 filing thresholds still apply. The 2024 size-of-transaction threshold is $119.5 million.