If you're buying or selling a company worth more than $134 million, the federal government wants to review the deal before you close. And starting February 17, that review just got more expensive. The maximum filing fee jumps to $2.46 million, nearly nine times what it was a few years ago.
But here's the twist: if you file your paperwork before February 17, you pay the old (lower) fees. And if your deal is worth between $126 million and $134 million, you might not need to file at all after February 17. That's a twelve-day window to potentially save hundreds of thousands of dollars.
First, What Is This Merger Review Process?
When one company buys another, the government sometimes wants to check whether the deal might harm competition. Think of it as the federal government asking: "Will this merger create a monopoly or hurt consumers?"
This review process is called Hart-Scott-Rodino, or HSR for short. It's named after the 1976 law that created it. Here's how it works in plain terms:
The basic rule: If you're buying or selling a company (or a significant stake in one) above a certain dollar threshold, both the buyer and seller must notify the Federal Trade Commission (FTC) and the Department of Justice (DOJ) before closing the deal. You file paperwork, pay a fee, and then wait while the government decides whether to investigate further.
The waiting period: Once you file, you can't close the deal for at least 30 days. The government uses this time to review whether the transaction raises antitrust concerns. Most deals sail through without issues. But the government can extend the review if they want to dig deeper.
Why it exists: Congress created this system so the government could stop anticompetitive mergers before they happen, rather than trying to unwind them after the fact. Preventive medicine for the economy.
What Just Changed
On January 16, 2026, the FTC published its annual update to the HSR thresholds and fees. These changes take effect February 17, 2026. Here's what's different:
The Dollar Threshold Went Up
Not every deal requires HSR filing. Only deals above a certain size trigger the requirement.
Old threshold (until February 16): $126.4 million
New threshold (starting February 17): $133.9 million
This means if your deal is worth less than $133.9 million after February 17, you probably don't need to file at all. (There are some exceptions based on the size of the companies involved, which we'll cover below.)
The Fees Went Up Significantly
The government charges a filing fee based on the size of your transaction. The fee structure now has six tiers:
| Deal Size | Filing Fee |
|---|---|
| $133.9 million to $189.6 million | $35,000 |
| $189.6 million to $586.9 million | $110,000 |
| $586.9 million to $1.174 billion | $275,000 |
| $1.174 billion to $2.347 billion | $440,000 |
| $2.347 billion to $5.869 billion | $875,000 |
| Above $5.869 billion | $2,460,000 |
That top tier fee of $2.46 million is almost nine times higher than the old maximum of $280,000. Congress made this change in 2022 because they wanted bigger deals to pay more. Makes sense: those deals require more government resources to review.
Why This Creates a Timing Opportunity
Here's where it gets interesting for anyone with a deal in progress.
The rules work on two different calendars:
- Whether you need to file depends on the thresholds in effect when your deal closes
- How much you pay depends on the fees in effect when you file
This split creates strategic options.
Scenario 1: You Can Save Money by Filing Early
Let's say you're closing a $500 million acquisition on March 15. If you file your HSR paperwork today (before February 17), you pay $105,000. If you wait until after February 17 to file, you pay $110,000.
The savings get bigger at larger deal sizes. A $6 billion deal filed before February 17 costs $1.1 million. The same deal filed after February 17 costs $2.46 million. That's $1.36 million in savings just for filing two weeks earlier.
Scenario 2: Your Deal Might Become Exempt
If your deal is worth between $126.4 million and $133.9 million, you're in what we call the "gap zone."
Close before February 17? You need to file and pay the fee.
Close on or after February 17? You might not need to file at all.
A $130 million acquisition scheduled to close February 10 would require HSR filing. But if you can delay closing until February 18, you escape the requirement entirely. That saves you the $35,000 fee plus the hassle of preparing the filing.
The Catch: Don't Jump the Gun
There's a serious risk if you try to game the timing. It's called "gun-jumping," and it means acting like the deal is done before you've gotten government clearance.
Gun-jumping violations include:
- The buyer starting to run the target company before closing
- Sharing confidential competitive information (pricing strategies, customer lists)
- The buyer attending the target's board meetings
- Integrating operations or employees before the deal is officially closed
The penalty for gun-jumping? Over $53,000 per day. If you delay closing to avoid a $35,000 filing fee but allow any of these activities during the delay, you could face penalties in the millions.
The "Size of Person" Test: When Smaller Deals Still Require Filing
There's one more wrinkle. For deals between $133.9 million and $535.5 million, you might still avoid filing if the companies involved are small enough.
This is the "Size of Person" test. In plain terms: if neither company is very large, the government assumes the deal probably isn't a threat to competition.
The test: For mid-sized deals, filing is required only if:
- One party has at least $267.8 million in total assets or annual revenue, AND
- The other party has at least $26.8 million in total assets or annual revenue
If both parties are below these thresholds, no filing required (for deals under $535.5 million).
For deals above $535.5 million, this test doesn't apply. You file regardless of company size.
What This Means for Your Next Deal
If You're a Founder Selling Your Company
If a buyer is acquiring your startup for $150 million or more, expect HSR to be part of the conversation. The buyer typically pays the filing fee, but that's negotiable. More importantly, the 30-day waiting period affects your timeline. Build it into your planning.
If your exit is in the $126-134 million range, timing the close around February 17 could eliminate the filing requirement entirely.
If You're Raising a Large Funding Round
Most venture funding rounds don't trigger HSR because investors are buying minority stakes, not control. But if a strategic investor is taking a very large position, or if the round involves unusual control rights, HSR could apply. This comes up more often in late-stage mega-rounds.
If You're Acquiring Another Company
Build HSR timing into your deal budget. For a $300 million acquisition, the $110,000 filing fee is meaningful but manageable. For a multi-billion dollar deal, the $2.46 million fee is real money. Timing your filing to save $1+ million is worth the effort.
Also, your purchase agreement should address HSR obligations clearly. Who pays the fee? What happens if one party's delay causes filing after February 17, resulting in higher fees? These provisions matter.
If You're on a Board
Directors approving major acquisitions should ask about HSR timing. If the company is paying $2.46 million when $1.1 million was available by filing two weeks earlier, that's a fair question for the board to raise. Document the discussion in your minutes.
What to Do This Week
If you have a deal closing after February 17: Talk to your lawyers about whether filing before February 17 makes sense. Calculate the fee difference. For larger deals, the savings can be substantial.
If your deal is in the $126-134 million range: Evaluate whether delaying closing past February 17 makes sense. But be careful about gun-jumping. Keep the companies completely separate until you close.
If you're negotiating a deal now: Make sure your purchase agreement addresses HSR clearly, including who bears the cost if fees increase due to timing.
If you're planning M&A activity this year: Know that these thresholds adjust every January. The government publishes new numbers in mid-January, effective about 30 days later. Build this into your annual planning.
What to Watch Going Forward
The filing process itself may get harder. The FTC has proposed requiring much more detailed information in HSR filings. When those changes take effect, preparing a filing will take longer and cost more in legal fees.
Penalties keep rising. The $53,000+ daily penalty for gun-jumping or failing to file adjusts upward with inflation every year.
Mid-market deals face more scrutiny. Higher thresholds mean fewer deals require filing. That frees up government resources to look more closely at the deals that do file. If your deal is in the $200-500 million range, expect more questions than in prior years.
Early termination is unpredictable. The government can end the 30-day waiting period early if they determine quickly that there's no antitrust concern. They used to do this routinely, but it's become less reliable. Don't count on it for your timeline.
The Bottom Line
The federal merger review process exists to prevent anticompetitive deals. If you're buying or selling a company above the threshold, you can't avoid it. But you can be smart about timing.
February 17 is a real deadline. Deals in the $126-134 million range may escape the filing requirement entirely if they close afterward. Larger deals can save significant money by filing before that date.
The worst outcome? Paying more than necessary because nobody checked the calendar. The threshold changes are public, predictable, and published a month in advance. Use that information.