FTC announces annual updates to US HSR thresholds; Highest filing fees now $2.46 million

On January 14, 2026, the Federal Trade Commission (FTC) announced the annual changes to the Hart-Scott-Rodino (HSR) Act notification and filing fee thresholds, which will go into effect by February 17, 2026. 

The FTC is required by law to revise the jurisdictional thresholds annually, based on the change in gross national product. Accordingly, the 2026 HSR reporting thresholds will increase by approximately 6% over 2025 thresholds. These changes will become effective for deals closing on or after February 17, 2026, which is 30 days after the changes were published in the Federal Register.

• The HSR size-of-transaction threshold for US HSR filings will increase to US$133.9 million in 2026, up from US$126.4 million in 2025. Transactions in which the acquirer will hold voting securities, non-corporate interests, or assets valued above that amount (as calculated under the HSR Act) may be reportable if the size-of-person test is also satisfied and no exemptions are available.
• The HSR size-of-person threshold will also increase. It requires that one party have global sales or assets of at least US$267.8 million and the other party have sales or assets of at least US$26.8 million. Currently these thresholds are US$252.9 million and US$25.3 million, respectively.
• Transactions valued at more than US$535.5 million will be subject to an HSR Filing without regard to the HSR size-of-person test (subject to the applicability of other exemptions). Currently, this threshold is US$505.8 million.
• Certain dollar thresholds relevant to HSR exemptions, including those for acquisitions of non-US assets and voting securities, will also increase.

Along with these threshold changes, there are also other important considerations:

• The filing fees and filing fee thresholds will also increase for all reportable deals, with the new thresholds and fee amounts coming into effect on February 17, 2026.
• In determining reportability, parties must adhere to the applicable threshold that is (or will be) in effect at the time of closing. However, the applicable filing fee that must be paid is based on the filing fee threshold that is in effect at the time of filing.
• The application of these HSR filing thresholds, particularly to cross-border transactions, is not straightforward and requires a thorough understanding of the HSR statute and the voluminous and complex implementing regulations. Consult HSR counsel before making a final determination as to the application of the HSR Act on your transaction.

To summarize, the new HSR thresholds and fees are as follows:

Size-of-transaction threshold:

• US$126.4 million will become US$133.9 million

Size-of-person thresholds:

• US$25.3 million will become US$26.8 million
• US$252.9 million will become US$267.8 million

Size-of-parties valuation "cap":

• US$505.8 million will become US$535.5 million

Filing fees:

Other key antitrust changes concurrent with the change in HSR Thresholds:

Civil penalty for violations of HSR Act:

Noncompliance with the HSR Act continues to carry serious penalties, as fines continue to mount for each day that a party is in violation of the HSR Act.

• The FTC is expected to announce its annual increase to the maximum civil penalty amount for violations of the HSR Act.
• Currently, the penalty is $53,088 per day.
• The new penalty amount typically becomes effective the same day that it is published in the Federal Register.
• The penalty levels apply to civil penalties assessed after the effective date of the adjustment, including civil penalties whose associated violation predated the effective date.

Interlocking directorates and officers thresholds rise under Clayton Act Section 8:

Under Section 8 of the Clayton Act, a person is generally prohibited from forming an interlocking directorate – that is, serving simultaneously as an officer or director of two "competitor" corporations engaged in commerce – if each corporation has aggregated capital, surplus, and undivided profits exceeding a certain threshold amount.

• For 2026, the threshold that triggers this prohibition is US$54,402,000 (up from US$51,380,000). The new thresholds became effective on January 16, 2026.
• The exemption threshold has also increased; if either corporation has less than US$5,440,200 (up from US$5,138,000) in competitive sales, the Section 8 prohibition does not apply.
• Other de minimis exemptions include situations where the competitive sales of either corporation are less than 2% annually of the corporation's total sales, and where the competitive sales of both corporations are less than 4% annually of each corporation's total sales.
• We have seen a marked increase in enforcement actions under Section 8 in recent years, so assuring compliance with this statutory provision is critical.

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_{This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.}

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