Hart-Scott-Rodino Filing: Thresholds, Fees and Waiting Periods
Most large US deals cannot close until the FTC and DOJ have had a look. Here is when an HSR filing is required, what it costs, how the waiting period runs and what happened to the expanded form.
A Hart-Scott-Rodino (HSR) filing is the premerger notice that parties to larger deals send to the FTC and the Justice Department before closing. As of November 2026, a deal valued above $133.9 million can be reportable, fees run from $35,000 to $2,460,000, and the parties must wait 30 days, or 15 for a cash tender offer, before closing.
The filing does not approve a deal. It gives the agencies time to decide whether to investigate before the companies combine, which is far harder to undo afterward.
Which deals need an HSR filing in 2026?
Three tests apply, using the 2026 thresholds that took effect on February 17, 2026 (Federal Register notice of January 16, 2026).
| Value of voting securities, assets or interests held after the deal | Filing required? |
|---|---|
| $133.9 million or less | No |
| More than $133.9 million up to $535.5 million | Yes, if the size-of-person test is also met: one party has at least $26.8 million and the other at least $267.8 million in total assets or annual net sales |
| More than $535.5 million | Yes, regardless of the parties’ size |
The 2026 threshold rose from $126.4 million in 2025. Exemptions exist, including some purchases of goods in the ordinary course of business and certain small stakes held solely for investment, and the rules for valuing a deal are technical. Companies rely on antitrust counsel to decide whether a filing is needed.
How much does an HSR filing cost?
The fee depends on the size of the transaction. The FTC’s filing fee schedule for 2026:
| Size of transaction | Filing fee |
|---|---|
| Less than $189.6 million | $35,000 |
| $189.6 million to less than $586.9 million | $110,000 |
| $586.9 million to less than $1.174 billion | $275,000 |
| $1.174 billion to less than $2.347 billion | $440,000 |
| $2.347 billion to less than $5.869 billion | $875,000 |
| $5.869 billion or more | $2,460,000 |
The fee is paid once per transaction, by the acquiring person under the rules, although the merger agreement can shift or split the cost between the parties.
How long is the HSR waiting period?
The initial waiting period is 30 days after both sides file, or 15 days for a cash tender offer or certain bankruptcy sales. If the period would end on a weekend or federal holiday, it runs to the next business day.
- Both parties file (in a tender offer, the buyer’s filing starts the clock).
- The FTC and DOJ decide which agency will review the deal, a step called clearance.
- The waiting period ends, early termination is granted, or the reviewing agency issues a second request.
- If a second request is issued, the parties cannot close until 30 days after they substantially comply with it (10 days for cash tender offers and bankruptcy sales), unless the agency agrees otherwise.
A buyer can also withdraw its filing and refile it within two business days without a new fee, which restarts the 30 days and gives the agency more time without a second request. Merger announcements often mention this “pull and refile” in a later 8-K.
What is early termination?
Early termination lets the parties close before the waiting period ends when the agencies decide the deal raises no competition concerns. The FTC publishes each grant, with the company names, on its early termination notices page; the most recent notices there are dated October 27, 2026.
Parties request early termination in the filing. The agencies are not required to grant it, and a request that goes unanswered simply leaves the regular waiting period in place.
What is a second request?
A second request is a demand for documents and data that the reviewing agency issues before the initial waiting period ends, when it wants a deeper investigation. Complying often takes months, because it can cover internal emails, pricing data and customer information across several years.
A second request is the main reason deals miss their “expected to close” date. Our guide to how long a merger takes shows where it falls in the timeline, and how the FTC and DOJ block mergers covers what can follow.
What happened to the expanded HSR form?
The FTC’s expanded HSR form, which required much more information about the parties’ businesses and overlaps, took effect on February 10, 2025. A federal district court in Texas vacated it on February 12, 2026. After the Fifth Circuit denied the FTC’s request to pause that ruling on March 19, 2026, the agencies began accepting filings on the form that was in use before February 10, 2025, and the FTC said filers may still use the newer form voluntarily.
The filing thresholds and fees above are separate from the form and were not affected. For the latest status of the FTC’s appeal and any new form, the FTC’s premerger notification program page posts updates.
Bottom line
For a deal you are following, the HSR timing usually appears in three places: the merger agreement’s conditions section, the proxy or Schedule 14D-9 under “regulatory approvals”, and an 8-K or press release when the waiting period expires or a second request arrives. In a cash tender offer, the 15-day waiting period often decides when the offer can close, which is why offers are extended until it expires; see how tender offers work.
FAQ
Does HSR clearance mean the deal is legal?
No. When the waiting period ends, the parties may close, but the FTC and DOJ can still challenge a deal later under the antitrust laws. Expiration only means the agencies did not block closing at that stage.
Do foreign companies have to file HSR?
They can. Deals involving foreign companies are reportable if they meet the thresholds and have enough connection to US commerce, with specific exemptions for some foreign transactions.
What happens if a company closes without filing?
The parties can face civil penalties for each day they were in violation, at an amount adjusted every year for inflation, and the agencies can still investigate the deal.
Why is the threshold different every year?
The HSR Act ties the dollar thresholds and fees to changes in gross national product and inflation, so the FTC revises them each January and they take effect about 30 days after publication.
