U.S. FTC Releases 2026 Thresholds for HSR Act Filings and Raises HSR Filing Fees

The U.S. Federal Trade Commission (FTC) approved new premerger notification thresholds and revised Hart-Scott-Rodino Act filing fees under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR). The FTC revises the HSR thresholds and filing fees annually based on changes in the gross national product and in the consumer price index. The new thresholds and filing fees become effective 30 days after publication in the Federal Register and are expected to take effect shortly after February 13, 2026.

Size of Transaction Threshold

The minimum “Size of Transaction” threshold for acquisitions of voting securities, noncorporate interests, or assets will increase from $126.4 million to $133.9 million. Below is a complete list of the revised jurisdictional thresholds.

Reportability Thresholds for Acquisitions of Voting Securities¹

Acquisitions of an issuer’s voting shares may also trigger an HSR filing where the acquirer’s total holdings of the issuer cross one of several reportability thresholds, assuming the “Size of Person” threshold is met (when applicable) and no exemption applies. These thresholds have been increased as follows:

• aggregate holdings of an issuer’s voting securities valued at greater than $133.9 million but less than $267.8 million
• aggregate holdings of an issuer’s voting securities valued at $267.8 million or greater but less than $1.339 billion
• aggregate holdings of an issuer’s voting securities valued at $1.339 billion or greater
• 25% of the outstanding voting securities of an issuer if the holdings are valued at greater than $2.678 billion
• 50% of the outstanding voting securities of an issuer if the holdings are valued at greater than $133.9 million

Size of Person Thresholds

Acquisitions with a total aggregate value of greater than $133.9 million (up from $126.4 million) but less than $535.5 million (up from $505.8 million) are potentially reportable only if the Size of Person threshold is met. The Size of Person threshold is met if one party to the transaction has annual net sales or total assets of at least $267.8 million (up from $252.9 million) and the other party has annual net sales or total assets of at least $26.8 million (up from $25.3 million), as summarized below:

New Filing Fee Amounts

The FTC also announced new filing fee amounts, which are now as follows:

FTC Revises Clayton Act Section 8 Thresholds for Interlocking Directorates

The FTC also revised the thresholds for interlocking directorates under Section 8 of the Clayton Act. Section 8 prohibits, with certain exceptions, a person from serving as a director or officer of two competing corporations if two thresholds are met. Section 8 applies if each competitor corporation has capital, surplus, and undivided profits of more than $10 million, though not if the competitive sales of either corporation are less than $1 million. These amounts are subject to annual revision; following last year’s revision, they were $51,380,000 and $5,138,000, respectively. The new thresholds, effective upon publication in the Federal Register, are $54,402,000 and $5,440,200, respectively.

¹An acquisition that results in an acquiring “person” having the right to less than 50% of an unincorporated entity’s profits or assets upon dissolution does not trigger a notification obligation under the HSR Act.