FTC announces revised HSR notification thresholds and HSR filing fees for 2025

On Friday, January 10, 2025, the Federal Trade Commission (FTC) announced the updated jurisdictional thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) for 2025. This includes an increase in the size-of-transaction threshold from $119.5 million to $126.4 million.

Each year, the FTC adjusts the HSR thresholds, as required by statute, based on the change in gross national product. The new thresholds for 2025 will go into effect thirty days after publication in the Federal Register (i.e., likely in late February) and will apply to all transactions that sign on or after that date.

HSR Jurisdictional Thresholds. Under the HSR Act, parties to a transaction must make required filings with the FTC and Department of Justice Antitrust Division (DOJ) if the deal meets the size-of-transaction and size-of-person thresholds. Absent an applicable exemption, the HSR Act further requires that parties wait to close a transaction until the statutory 30-day waiting period expires.

Measured By	Current	Updated
Size-of-Transaction	$119.5 million	$126.4 million
Size-of-Person	$23.9 million	$25.3 million
	$239 million	$252.9 million

If the jurisdictional thresholds are met and no exemption applies, a filing is required. Determination of reportability under the HSR Act often is not straightforward and involves the analysis and application of complex regulations and agency guidance. Failure to file when required violates the HSR Act and could result in the imposition of significant civil penalties.

HSR Filing Fees. The FTC also announced the updated transaction scale and corresponding filing fees. Like the new thresholds, the revised fees go into effect 30 days after publication in the Federal Register.

Filing Fee	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

New HSR Form & Instructions. In October 2024, the FTC finalized revisions to the HSR form and accompanying filing instructions for the first time in nearly fifty years. The updated form includes substantial new burdens on filing parties, including enhanced document requirements and new categories of information that must be provided. (For further commentary, please see our prior alert on this topic: Finalized HSR rules set to take effect in early 2025) Absent any delay in the implementation by the FTC, the new HSR form is currently set to become effective for all filings made on or after February 10, 2025.

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