FTC Increases HSR Notification Thresholds for 2025

On January 22, 2025, the Federal Trade Commission (“FTC”) published annual revisions for premerger filings required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) in the Federal Register. The publication of these revisions takes place less than three weeks before the substantial changes to the HSR reporting requirements take effect on February 10, 2025. Highlights of the previously announced changes to the HSR reporting requirements can be found here.

The FTC revises the notification thresholds annually based on changes in the gross national product (“GNP”). The newly announced thresholds are effective for transactions closing on or after February 21, 2025—30 days from publication in the Federal Register.

Size-of-Transaction Thresholds

For 2025, the minimum size-of-transaction notification threshold will increase by approximately 6%.Unless otherwise exempted, acquisitions that will result in the acquiring person holding more than $126.4 million of the acquired person’s voting securities, assets, or non-corporate interests, will require an HSR filing (assuming the size-of-person thresholds are also met). As detailed further below, required filing fees will vary between $30,000 and $2,390,000 depending on the size of the transaction.

2024 Minimum Threshold	2025 Minimum Threshold
$119.5 million	$126.4 million

A proposed transaction that satisfies the size-of-transaction test may require an HSR notification if the size-of-person test (discussed below) is also met and no exemptions apply.

Size-of-Person Thresholds

For 2025, the size-of-person notification thresholds will increase as follows:

2024 Threshold	2025 Threshold
$23.9 million	$25.3 million
$239 million	$252.9 million

The size-of-person test will be met if one party to the proposed transaction has assets or annual net sales totaling $252.9 million or more and the other party to the proposed transaction has assets or annual net sales totaling $25.3 million or more. The size-of-person test need not be met, however, if the total value of the proposed transaction exceeds $505.8 million (this is an increase from the 2024 threshold of $478 million).

Filing Fees and Penalties

In addition, the filing fees required in connection with an HSR notification will change as follows:

Size-of-Transaction Threshold	Updated Filing Fee
Less than $179.4 million	$30,000
$179.4 million or greater but less than $555.5 million	$105,000
$555.5 million or greater but less than $1.111 billion	$265,000
$1.111 billion or greater but less than $2.222 billion	$425,000
$2.222 billion or greater but less than $5.555 billion	$850,000
$5.555 billion or greater	$2,390,000

The FTC separately announced that the maximum civil penalty for failure to comply with the notification and waiting period requirements of the HSR Act will increase from $51,744 to $53,088 per day. These new penalties took effect on January 17, 2025.

Interlocking Directorates

The FTC also announced new HSR thresholds and exemptions for Interlocking Directorates under Section 8 of the Clayton Act, which became effective immediately after publication in the Federal Register on January 22, 2025.

Conclusion

Determining whether an HSR notification is required in connection with a transaction can be complicated, and requires an in-depth understanding of the regulations and exemptions associated with the HSR Act.

If you have any questions regarding the HSR Act, including whether or not a contemplated transaction will require an HSR notification, please contact a member of our Antitrust Practice Group.