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On January 14, 2026, the Federal Trade Commission (FTC) announced the annual adjustments to both the Hart-Scott-Rodino (HSR) premerger notification thresholds and filing fee schedule1 and to the jurisdictional thresholds for interlocking directorates.2 The size of transaction threshold has increased from $126.4 million to $133.9 million, with the other thresholds having similar increases.
1. Adjusted Reporting Thresholds
The FTC updates the premerger merger notification thresholds each year based upon the change in the gross national product. The premerger notification thresholds provide the minimum numbers that must be met for the size of transaction and, where applicable, size of persons for a proposed transaction to be reportable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Act"). The size of transaction is the value of voting securities or assets that will be acquired after the value of exempt assets such as mortgage-backed securities, cash, and hotels are excluded. The size of person is determined by the value of the assets or, depending upon the circumstances, annual net sales.
The new thresholds were published in the Federal Register on January 16, 2026 and will go into effect on February 17, 2026.
If you are working on a transaction that is closing before the effective date, your transaction will be under the current, lower thresholds. Transactions closing on or after the effective date will be under the new, higher thresholds. The chart below summarizes the changes to the thresholds:
New Reporting Thresholds
|
Test |
2025 Threshold (currently effective) (in USD) |
2026 Threshold (to be effective likely in mid to late February 2026) (in USD) |
|
Minimum Size of Transaction for Filing Where the Size of Person is Met |
$126.4 million |
$133.9 million |
|
Smaller Size of Person Threshold Measured by Assets or Annual Net Sales (must be met by one party) |
$25.3 million |
$26.8 million |
|
Larger Size of Person Threshold Measured by Assets or Annual Net Sales (must be met by one party) |
$252.9 million |
$267.8 million |
|
Size of Transaction Where Size of Person Does Not Apply |
$505.8 million |
$535.5 million |
Generally, and unless an exemption applies, HSR will apply to transactions where the size of transaction and size of person tests below are met, although for larger transactions (i.e., valued over $535.5 million), only the size of transaction test applies.
2. Updated HSR Filing Fee Schedule
HSR filing fees, which are based on the size of transaction, are also updated annually in accordance with the consumer price index published by the Department of Labor. The new filing fee schedule will also go into effect on February 17, 2026, and is as follows:
New Filing Fee Schedule
|
Filing Fee |
Size of Transaction |
|
$35,000 |
more than $133.9 but less than $189.6 million |
|
$110,000 |
$189.6 million or greater, but less than $586.9 million |
|
$275,000 |
$586.9 million or greater, but less than $1.174 billion |
|
$440,000 |
$1.174 billion or greater, but less than $2.347 billion |
|
$875,000 |
$2.347 billion or greater, but less than $5.869 billion |
|
$2,460,000 |
$5.869 billion or greater |
3. Adjusted Interlocking Directorate Thresholds
In a separate press release, the FTC announced the updated thresholds for interlocking directorates under Section 8 of the Clayton Act. These thresholds are also adjusted annually to account for changes in the gross national product, but unlike the adjustments to the HSR thresholds, these changes take effect immediately upon publication in the Federal Register. The notice regarding these adjustments was published in the Federal Register, on January 16, 2026, which is the effective date of the adjustments.
Subject to exceptions, Section 8 prohibits a person from simultaneously serving as an officer or director of two competing corporations when: (1) each corporation has combined capital, surplus and undivided profits of at least $54,5402,000 up from $51,380,000 under the updated threshold (Section 8(a)(1)) and (2) each corporation's competitive sales are at least $5,440,200 up from $5,138,000 under the updated threshold (Section 8(a)(2)(A). The determination of the capital, surplus, and undivided profits is based on the corporation's last completed fiscal year, and excludes dividends declared but not paid to stockholders. 15 U.S.C. § 19(a)(1)(B).
New Interlocking Directorate Thresholds
|
Test |
2025 Threshold (currently effective) (in USD) |
2026 Threshold (to be effective soon, once published in the Federal Register) (in USD) |
|
Section 8(a)(1) capital, surplus, and undivided profits |
$51,380,000 |
$54,402,000 |
|
Section 8(a)(2)(A) competitive sales |
$5,138,000 |
$5,440,200 |
Footnotes
1. Federal Trade Commission, Press Releases, FTC Announces 2026 Update of Jurisdictional and Fee Thresholds for Premerger Notification Filings, (Jan. 14, 2026).
2. Federal Trade Commission, Press Releases, FTC Announces 2026 Jurisdictional Threshold Updates for Interlocking Directorates, (Jan. 14, 2026).
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.
