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Key Takeaways
- The minimum size-of-transaction threshold will increase from US$126.4 million to US$133.9 million.
- Annual adjustments to dollar-based HSR reporting thresholds and filing fees will go into effect on February 17, 2026 (30 days after publication in the Federal Register).
- Similar upward adjustments to the Section 8 interlocking directorates thresholds became effective immediatelyupon publication in the Federal Register (on January 16, 2026).
| HSR Act or Rule Provision |
2026 Indexed Value |
|---|---|
|
US$50 million size-of-transaction test |
US$133.9 million |
|
US$200 million size-of-transaction test |
US$535.5 million |
|
US$100 million size-of-person test |
US$267.8 million |
|
US$10 million size-of-person test |
US$26.8 million |
|
US$50 million notification threshold |
US$133.9 million |
|
US$100 million notification threshold |
US$267.8 million |
|
US$500 million notification threshold |
US$1.339 billion |
|
25% of voting securities valued at |
US$2.678 billion |
|
US$110 million foreign exemption threshold |
US$294.5 million |
On January 14, 2026, the U.S. Federal Trade Commission ("FTC") announced that the dollar-based thresholds applicable to the Hart-Scott-Rodino ("HSR") premerger notification program will be raised about 5.9 percent from the 2025 levels. As a result, the HSR minimum size-of-transaction threshold will be raised to US$133.9 million from US$126.4 million. Transactions valued below the new US$133.9 million threshold will not require an HSR filing.
The HSR changes will become effective on February 17, 2026 (30 days after the official publication date in the Federal Register). The new HSR thresholds will apply to transactions that close on or after that date.
The FTC also announced increased dollar thresholds under Section 8 of the Clayton Act, which prohibits any person from holding positions as an officer or director of competing corporations engaged in commerce, if the corporations meet certain size thresholds. The new Section 8 thresholds became effective on January 16, 2026 (the official publication date in the Federal Register).
HSR Thresholds Raised
As a result of this most recent indexing, the HSR Act now provides that transactions resulting in holdings valued in excess of US$535.5 million among parties engaged in commerce are subject to premerger notification regardless of the size of the parties. Transactions that result in holdings valued in excess of US$133.9 million, but not exceeding US$535.5 million, are reportable only if the acquiring and acquired "persons" meet the "size-of-person" test. The "size-of-person" test is satisfied when the acquiring or acquired party (together with such party's affiliates that are under common control for HSR purposes) has annual net sales or total assets of US$267.8 million or more, and the other party (together with such other party's affiliates that are under common control for HSR purposes) has annual net sales or total assets of US$26.8 million or more. Acquired "persons" not engaged in manufacturing must meet the US$26.8 million test on the basis of the value of their assets alone, if their annual net sales are less than US$267.8 million. (Of course, certain transactions meeting these size thresholds may nevertheless be exempt under the HSR Act.)
The maximum civil penalties for violations of the HSR Act are similarly indexed, and the increase from 2025 to 2026 has not yet been announced.
HSR Filing Fee To Be Adjusted
The following new HSR filing fees will go into effect on February 17, 2026 (30 days after the official publication date in the Federal Register):
| HSR Transaction Value |
2026 Filing Fee |
|---|---|
|
Less than US$189.6 million |
US$35,000 |
|
US$189.6 million or greater but less than US$586.9 million |
US$110,000 |
|
US$586.9 million or greater but less than US$1.174 billion |
US$275,000 |
|
US$1.174 billion or greater but less than US$2.347 billion |
US$440,000 |
|
US$2.347 billion or greater but less than US$5.869 billion |
US$875,000 |
|
US$5.869 billion or greater |
US$2,460,000 |
Revised Rules for Officer and Director Interlocks
Section 8 of the Clayton Act generally prohibits a person from serving simultaneously as a director or officer of two sizable competing corporations engaged in commerce, unless their "competitive sales" — the gross revenues for all products and services sold by one corporation in competition with the other — are minimal. As with the HSR Act, the dollar thresholds defining "sizable" and "minimal" are indexed to changes in the gross national product. As a result of the most recent indexing, the Section 8 prohibition on officer and director interlocks now applies only if each competing corporation has capital, surplus, and undivided profits aggregating more than US$54.40 million. The interlocking officer and director prohibition does not apply, however, if either corporation's "competitive sales" are less than US$5.44 million. Other "safe harbors" exist that are based on calculating the competitive sales as a percentage of the corporation's total sales.
| Provision under Section 8 of the Clayton Act |
2026 Indexed Value |
|---|---|
|
Capital, surplus and undivided profits aggregating more than US$10,000,000, under Section 8(a)(1) |
US$54,402,000 |
|
Competitive sales of either corporation are less than US$1,000,000 under Section 8(a)(2)(A) |
US$5,440,200 |
The press releases announcing the aforementioned changes may be accessed by clicking on the links below.
FTC Announces 2026 Update of Jurisdictional and Fee Thresholds for Premerger Notification Filings
FTC Announces 2026 Jurisdictional Threshold Updates for Interlocking Directorates
Revised as of January 16, 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.
