In 2026 the key thresholds are: US — HSR filings from $133.9 million deal size; EU — combined worldwide turnover above €5 billion with two parties each above €250 million in the EU (or the alternative €2.5 billion test); UK — voluntary, but CMA jurisdiction from £100 million target UK turnover or a 25% share of supply; Türkiye — TRY 3 billion combined local turnover with two parties above TRY 1 billion each; China — RMB 12 billion worldwide (or RMB 4 billion in China) combined, with two parties each above RMB 800 million in China.
Merger filing thresholds decide whether your deal must be notified at all — and getting them wrong in even one country can expose the parties to gun-jumping fines and deal-invalidity risk. This article compares the 2026 notification thresholds of the five regimes that dominate cross-border deal planning — the United States, the European Union, the United Kingdom, Türkiye and China — and explains the traps hidden inside each test. It builds on our foundational guide to when competition approval is required.
Which threshold regime is hardest to assess?
The UK’s: it has no bright-line turnover test for the share-of-supply limb, so a deal with trivial revenue can still be called in if the parties together supply 25% of any plausibly described category of goods or services.
Do thresholds change every year?
The US adjusts HSR thresholds annually for GNP growth (effective February each year). Türkiye and China revise irregularly but dramatically — Türkiye quadrupled its thresholds in February 2026. The EU’s have been static since 2004.
Is meeting a threshold the same as facing scrutiny?
No — thresholds are jurisdictional, not substantive. Most notified deals clear in Phase I. Conversely, below-threshold deals can still be reviewed in the UK, via national call-in powers in the EU, and under Türkiye’s technology-undertaking exception.
Why do filing thresholds matter so much?
Thresholds are the jurisdictional switch of merger control: above them, filing is mandatory and closing is suspended by law; below them, most authorities cannot touch the deal. Because each country applies its own test to the same transaction, the threshold analysis defines your regulatory footprint, your timeline and your risk allocation.
They are also moving targets. The US adjusts annually. Türkiye rewrote its thresholds in February 2026, China in 2024, the UK in January 2025 through the Digital Markets, Competition and Consumers Act (DMCC). A threshold memo from two years ago is a liability, not an asset — always re-run the numbers on current figures and current exchange rates against the last audited financial year.
What are the US HSR thresholds for 2026?
For transactions closing from 17 February 2026, the HSR size-of-transaction threshold is $133.9 million: deals below that value are never reportable, whatever the parties’ size. Between $133.9 million and $535.5 million, the size-of-person test must also be met — broadly, one party with $267.8 million and another with $26.8 million in total assets or annual sales. Above $535.5 million, every deal is reportable regardless of party size.
Filing fees are tiered by deal size, from $35,000 (deals under $189.6 million) up to $2.46 million for deals of $5.869 billion or more. Two features distinguish the US regime. First, the 2024-revised HSR form demands far more substantive material up front — deal rationale documents, overlap descriptions, minority-holder detail — making “file and forget” impossible. Second, expiry of the 30-day waiting period is not an approval on the merits: the agencies can sue to block a deal even after the waiting period runs, and post-closing challenges of consummated mergers remain possible.
The FTC’s 2026 adjustment raised the minimum HSR threshold from $126.4 million to $133.9 million, effective 17 February 2026, with the applicable threshold being the one in force at closing, not at signing. Deal teams that signed in January at $130 million — below the new threshold but above the old one — faced the classic year-end trap: reportability can appear or disappear between signing and closing. Counsel routinely time closings around the February switch for borderline deals.
When must you notify the European Commission?
The EU Merger Regulation applies when the parties’ combined worldwide turnover exceeds €5 billion and at least two parties each have EU-wide turnover above €250 million — unless each party earns more than two-thirds of its EU turnover in one and the same member state, in which case that state reviews instead.
A lower alternative test (combined worldwide €2.5 billion, plus turnover spread across at least three member states) catches somewhat smaller multi-country deals. Meeting either test gives the deal the EU “one-stop shop”: no member state may apply its national merger rules. Deals below EUMR thresholds fall to national regimes — Germany’s €50 million/€17.5 million domestic thresholds plus its €400 million transaction-value test, Austria’s deal-value test, and the rest — and can in some circumstances still be referred up to Brussels by member states that have jurisdiction, or called in under new national below-threshold powers adopted after the Illumina judgment.
How does the UK’s voluntary regime actually work?
The UK is mandatory in effect but voluntary in form: you are never obliged to notify the CMA, but the CMA can investigate any qualifying deal — including after closing — and impose an unwinding order. Since the DMCC reforms took effect in January 2025, a deal qualifies where the target’s UK turnover exceeds £100 million, or where the parties together hold a 25% share of supply of any goods or services in the UK (with an overlap) — subject to a safe harbour where each party’s UK turnover is below £10 million.
A third, acquirer-focused limb catches big buyers of small but entrenched suppliers: where one party has both a 33% UK share of supply and £350 million UK turnover, and the other has a UK nexus, the CMA has jurisdiction even without any overlap. The share-of-supply test is famously elastic — the CMA has considerable freedom in describing the relevant category — which is why cautious dealmakers brief UK counsel on any deal touching British customers, and why Microsoft/Activision found its global closing timetable hostage to London. See our review-process guide for how the CMA’s Phase 2 differs from Brussels’.
What are Türkiye’s thresholds after Communiqué No. 2026/2?
Türkiye quadrupled its thresholds with effect from 11 February 2026. A filing to the Turkish Competition Authority (Rekabet Kurumu) is now mandatory where the parties’ combined Turkish turnover exceeds TRY 3 billion and at least two parties each exceed TRY 1 billion in Türkiye, or — under the alternative limb — where the transaction-side party (the target in acquisitions) exceeds TRY 1 billion in Türkiye and at least one other party’s worldwide turnover exceeds TRY 9 billion.
The critical carve-out survives: for technology undertakings — digital platforms, software and gaming, fintech, biotech and similar businesses active in the Turkish market or serving Turkish users — the local turnover threshold on the target side is disapplied. Acquiring a Turkish-relevant tech company can therefore require Ankara’s approval however small the target’s revenue. Türkiye is fully suspensory, failure to notify draws an automatic fine of 0.1% of Turkish turnover, and the regime is enforced in practice against foreign-to-foreign deals with Turkish sales. Given lira volatility, run the TRY conversion on the Central Bank average rate for the audited year, not the signing-date spot rate.
What about China’s SAMR thresholds?
China’s State Administration for Market Regulation (SAMR) must be notified where the parties’ combined worldwide turnover exceeds RMB 12 billion (or combined China turnover exceeds RMB 4 billion) and at least two parties each have China turnover above RMB 800 million — the levels set by the January 2024 revision, the first increase in fifteen years.
Two practical realities matter more than the numbers. First, China counts group-wide turnover including sales into China, so foreign-to-foreign deals are routinely caught. Second, while the 2018-introduced simplified procedure clears most cases in under 30 days, complex deals — especially in semiconductors and tech — can face extended timelines that in practice run far beyond the statutory 180 days through “pull and refile” cycles. SAMR also actively pursues failure-to-notify cases and has conditioned or effectively stalled global deals (Broadcom/VMware waited months for Chinese conditions; Intel/Tower Semiconductor died waiting). Build China realism into the long-stop date, a theme developed in our cross-border filing playbook.
Which other jurisdictions commonly catch cross-border deals?
Beyond the big five, a typical global deal’s filing map features Germany (domestic thresholds of €50 million and €17.5 million, plus the €400 million deal-value test), Brazil (CADE: BRL 750 million and BRL 75 million local revenues), South Korea, Japan, India — which added a deal-value threshold of INR 20 billion for targets with substantial Indian operations — and COMESA for African footprints.
Saudi Arabia’s GAC and the UAE has shifted to turnover-based thresholds, while COMESA and Morocco illustrate the awkward category of regimes with low local-nexus demands and real enforcement appetite. The pattern to internalise: filing obligations correlate with where the parties sell, not where they are incorporated. A US-Japanese deal can comfortably require filings in Ankara, Brasília, Seoul and Nairobi.
How do you run a multi-jurisdictional threshold analysis?
Run it early, run it on audited numbers, and document it. The standard sequence: build a revenue-by-country matrix for each party’s group on competition-law rules (net external revenue, last audited year, correct allocation to the customer’s location); apply each candidate jurisdiction’s tests including deal-value and share-of-supply limbs; flag borderline results for local-counsel confirmation; and record the conclusions in a filing memo that survives diligence.
Treat borderline “no filing” conclusions with particular care in suspensory regimes — the cost asymmetry is brutal. A precautionary briefing paper or informal guidance request costs days; a failure-to-notify finding costs fines, unwinding risk and a hostile review. For how the filings then unfold procedurally, continue with the merger review process guide; for the standstill traps, see gun jumping explained.
Frequently Asked Questions
Whose turnover counts — the target company or the whole group?
The acquirer’s entire group counts everywhere. On the target side, only the business being acquired counts (plus, in some regimes like Türkiye’s combined-turnover limb, the seller retains no relevance once control passes). Intra-group revenues are excluded.
Which exchange rate applies to threshold calculations?
Most authorities use the average official rate of the relevant financial year (the ECB average for the EUMR, Central Bank averages in Türkiye). Never use the signing-date spot rate without checking — in high-inflation currencies the difference can flip the answer.
Can a deal below every threshold still be investigated?
Yes: the UK share-of-supply test, Türkiye’s technology exception, EU member-state call-in powers with referral to Brussels, and post-closing conduct cases (as in the EU’s Towercast line, treating a below-threshold merger as possible abuse of dominance) all reach below-threshold deals.
Do joint ventures use the same thresholds?
Generally yes — with the parents’ full groups as the “parties”. That is why two large parents forming a tiny JV routinely triggers filings in the EU, Türkiye and China even when the JV itself will have minimal revenue.
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