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As required by the HSR Act, on January 14, 2026, the U.S. Federal Trade Commission ("FTC") released its annual adjustments to the reporting thresholds and filing fees. The key number to remember is now $133.9 million. Note, this is an increase from the $126.4 million threshold in 2025. Generally, transactions valued in excess of $133.9 million must be reported and cleared by federal antitrust authorities before the transaction may close. The new thresholds are effective on February 17, 2026. The revised thresholds will apply to all transactions that close on or after the effective date.
Each year, the FTC adjusts the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act) based on changes in the gross national product. On January 14, 2026, the FTC announced the revised thresholds. Below are the current and new thresholds:
| Test | 2025 Threshold |
**NEW** Adjusted 2026 Threshold |
| Size-of-Transaction | $126.4 million | $133.9 million |
| Size-of-Person as Measured by Annual Net Sales or Total Assets |
$25.3 million for one party AND $252.9 million for the other party |
$26.8 million for one party AND $267.8 million for the other party |
| Size-of-Transaction Threshold (where Size-of-Person does not apply) | $505.8 million | $535.5 million |
The practical effect of this change is that transactions valued in excess of $133.9 million will be subject to the reporting and waiting requirements of the HSR Act. In general, the size-of-parties test will be satisfied only if one party to the transaction has annual net sales or total assets of $26.8 million or more and the other party has annual net sales or total assets of $267.8 million or more.
The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the gross national product (unlike the HSR Act thresholds, these adjusted thresholds take effect immediately). Section 8 may preclude a person from serving as an officer or director of two competing corporations when (1) each of the competing corporations has capital, surplus, and unpided profits aggregating more than $54,402,000, and (2) each corporation's competitive sales are at least $5,440,200.
The FTC also has announced changes to the filing fee structure under the HSR Act in accordance with the Merger Filing Fee Modernization Act (the "MFFMA"). The revised HSR filing fee schedule, which will become effective 30 days after publication in the Federal Register, is as follows:
| Transaction Size | Filing Fee |
| $133.9 million or more but less than $189.6 million | $35,000 |
| $189.6 million or more, but less than $586.9 million | $110,000 |
| $586.9 million or more, but less than $1.174 billion | $275,000 |
| $1.174 billion or more, but less than $2.347 billion | $440,000 |
| $2.347 billion or more, but less than $5.869 billion | $875,000 |
| $5.869 billion or more | $2,460,000 |
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
