FTC Publishes Revised Hart-Scott-Rodino Notification Thresholds for 2025
Client Alert | January 22, 2025
On January 10, 2025, the Federal Trade Commission announced its annual update of thresholds for pre-merger notifications of certain M&A transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).[1]
Pursuant to the statute, the HSR Act’s jurisdictional thresholds are updated annually to account for changes in the gross national product. The new thresholds will take effect on February 21, 2025, 30 days after publication in the Federal Register, which happened earlier today, and apply to transactions that close on or after that date.[2]
The size-of-transaction threshold for reporting proposed mergers and acquisitions under Section 7A of the Clayton Act will increase by $6.9 million, from $119.5 million in 2024 to $126.4 million for 2025.
| Original Threshold | 2024 Threshold | 2025 Threshold |
| $10 million | $23.9 million | $25.3 million |
| $50 million | $119.5 million | $126.4 million |
| $100 million | $239 million | $252.9 million |
| $110 million | $262.9 million | $278.2 million |
| $200 million | $478 million | $505.8 million |
| $500 million | $1.195 billion | $1.264 billion |
| $1 billion | $2.39 billion | $2.529 billion |
.
The HSR filing fees have been revised pursuant to the 2023 Consolidated Appropriations Act. The new filing fees, which will also take effect on February 21, 2025, will be:
| Fee | Size of Transaction |
| $30,000 | Valued at less than $179.4 million |
| $105,000 | Valued at $179.4 million or more but less than $555.5 million |
| $265,000 | Valued at $555.5 million or more but less than $1.111 billion |
| $425,000 | Valued at $1.111 billion or more but less than $2.222 billion |
| $850,000 | Valued at $2.222 billion or more but less than $5.555 billion |
| $2,390,000 | $5.555 billion or more |
.
The 2025 thresholds triggering prohibitions on certain interlocking directorates on corporate boards of directors are $51,380,000 for Section 8(a)(l) (size of corporation) and $5,138,000 for Section 8(a)(2)(A) (competitive sales). The Section 8 thresholds take effect today, January 22, 2025.
[1] FTC Announces 2025 Update of Size of Transaction Thresholds for Premerger Notification Filings, Press Releases, FTC (Jan. 10, 2025), https://www.ftc.gov/news-events/news/press-releases/2025/01/ftc-announces-2025-update-size-transaction-thresholds-premerger-notification-filings
[2] Revised Jurisdictional Thresholds for Section 7A of the Clayton Act, 90 Fed. Reg. 7697, 7697–98 (Jan. 22, 2025), https://www.federalregister.gov/documents/2025/01/22/2025-01518/revised-jurisdictional-thresholds-for-section-7a-of-the-clayton-act
Gibson Dunn’s lawyers are available to assist in addressing any questions you may have regarding the new HSR size of transaction thresholds, or HSR and antitrust/competition regulations and rulemaking more generally. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any leader or member of the firm’s Antitrust and Competition, Mergers and Acquisitions, or Private Equity practice groups:
Antitrust and Competition:
Rachel S. Brass – San Francisco (+1 415.393.8293, [email protected])
Jamie E. France – Washington, D.C. (+1 202.955.8218, [email protected])
Sophia A. Hansell – Washington, D.C. (+1 202.887.3625, [email protected])
Kristen C. Limarzi – Washington, D.C. (+1 202.887.3518, [email protected])
Joshua Lipton – Washington, D.C. (+1 202.955.8226, [email protected])
Michael J. Perry – Washinton, D.C. (+1 202.887.3558, [email protected])
Cynthia Richman – Washington, D.C. (+1 202.955.8234, [email protected])
Stephen Weissman – Washington, D.C. (+1 202.955.8678, [email protected])
Mergers and Acquisitions:
Robert B. Little – Dallas (+1 214.698.3260, [email protected])
Saee Muzumdar – New York (+1 212.351.3966, [email protected])
George Sampas – New York (+1 212.351.6300, [email protected])
Private Equity:
Richard J. Birns – New York (+1 212.351.4032, [email protected])
Ari Lanin – Los Angeles (+1 310.552.8581, [email protected])
Michael Piazza – Houston (+1 346.718.6670, [email protected])
John M. Pollack – New York (+1 212.351.3903, [email protected])
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