On January 14, 2026, the Federal Trade Commission announced the 2026 annual statutory adjustments to the Hart-Scott-Rodino Act (HSR) thresholds. These thresholds govern which transactions are subject to the HSR Act’s notification and waiting period requirements prior to closing. The new figures will take effect 30 days after publication in the Federal Register, which typically occurs within one to two weeks of the announcement. This means the revised thresholds and fees will become effective in late February and will remain in effect until the 2027 updates are issued early next year. Transactions closing on or after the effective date are governed by the revised reportability thresholds, while transactions filing on or after the effective date must use the updated fees.
The minimum deal value threshold for a notifiable transaction under the HSR Act has increased from $126.4 million to $133.9 million, approximately a 5.6% increase over the 2025 thresholds.
Size of Transaction Threshold: Under the revised thresholds, parties to a merger, consolidation, or acquisition of voting securities or substantial assets may need to file pre-acquisition notifications with the FTC and DOJ and observe the HSR waiting period if the transaction results in either of the following:
Basic Size of Person Test: One party must have at least $26.8 million or more in total assets or annual net sales, while the other party must have at least $267.8 million in total assets or annual net sales. (Assets are determined by the most recent regularly prepared balance sheet).
The new minimum thresholds are detailed in the chart below:
Reportability Thresholds | 2025 Threshold | 2026 Threshold |
Minimum Size Transaction | $126.4 | $133.9 |
Size of Person (smaller person) | $25.3 | $26.8 |
Size of Person (larger person) | $252.9 | $267.8 |
Maximum Size of Transaction (the size of person test is not applicable to transactions exceeding this value) | $505.8 | $535.5 |
Amendments to the HSR Act require corresponding annual adjustments to filing fees based on overall transaction value. The current and new thresholds and fees are shown below:
2025 Filing Fee Threshold | 2026 Filing Fee Threshold | ||
Deal Value | Fee | Deal Value | Fee |
Less than $179.4 | $30,000 | Less than $189.6 | $35,000 |
Between $179.4 and $555.5 | $105,000 | Between $189.6 and $586.9 | $110,000 |
Between $555.5 and $1,111 | $265,000 | Between $586.9 and $1,174 | $275,000 |
Between $1,111 and $2,222 | $425,000 | Between $1,174 and $2,347 | $440,000 |
Between $2,222 and $5,555 | $850,000 | Between $2,347 and $5,869 | $875,000 |
$5,555 or over | $2,390,000 | $5,869 or over | $2,460,000 |
The FTC also published annual revisions to the interlocking directorate thresholds under Section 8 of the Clayton Act. This provision of the Clayton Act prohibits a “person” from serving as a director or officer of two competing corporations if each has capital, surplus, undivided profits of more than $54,402,000 (increased from $51,380,000) unless one of the following de minimis exemptions is met:
The Clayton Act’s bar on interlocks is designed to prevent relationships between competitors that could reduce incentives to compete, or that could facilitate coordinated interaction or anticompetitive information flows between them. Enforcers in the Biden Administration significantly ramped up law enforcement scrutiny of potential interlocks, and this appears to be an area of continued enforcement priority under the Trump Administration.
Fenwick Law Clerk Vaibs Srikaran contributed to this alert.