The Antitrust Attorney Blog
Authors: Steven Cernak, Luis Blanquez and Kristen Harris.
On January 14, 2026, the Federal Trade Commission (FTC) issued its usual annual announcement to increase the Hart-Scott-Rodino (HSR) Act thresholds. The 2026 thresholds will take effect 30 days after publication in the Federal Register.
HSR requires the parties to submit certain information and documents and then wait for approval before closing a transaction. The FTC and DOJ then have 30 days to determine if they will allow the merger to proceed or seek much more detail through a “second request” for information. The parties may also ask for “Early Termination” to shorten the 30-day waiting period, although for nearly two years this option has been––and continues to be––suspended.
The HSR Act notification requirements apply to transactions that satisfy the specified “size of transaction” and “size of person” thresholds. The FTC adjusts these thresholds annually to reflect changes in the U.S. gross national product.
Three thresholds determine the applicability of HSR filing requirements.
First, one of the parties to the transaction must be in commerce in the United States or otherwise affect U.S. commerce.
Second, the acquiring party must be acquiring securities, non-corporate interest, or assets of the target in excess of $133.9 million––the “size of transaction” threshold. A notification is thus not required when the value of the voting securities and assets is below this threshold.
Third, if the transaction exceeds $133.9 million but does not exceed $535.5 million—the “size of the persons” threshold––then at least one party involved in the transaction must have annual net sales or total assets of at least $267.8 million, and the other party must have annual net sales or total assets of at least $26.8 million.
Parties with transactions valued at more than $535.5 million must report them regardless of the size of the parties, unless an HSR Act exemption applies.
The FTC’s notice also implemented a new filing fee structure from the new legislation. Below are the new fee thresholds:
2026
Size of the Transaction Merger Fee
$133.9 million – $189.6 million $35,000
$189.4 million – $586.9 million $110,000
$586.9 million – $1.174 billion $275,000
$1.174 billion – $2.347 billion $440,000
$2.347 billion – $5.869 billion $875,000
$5.869 billion or more $2,460,000
As a result of the new legislation, those fees will also be adjusted annually, based on changes to the consumer price index.
The same day, the FTC also published revised thresholds relating to Section 8 of the Clayton Act. Section 8 prohibits interlocking directorates in which one “person” serves simultaneously as an officer or director of competing corporations, subject to certain exceptions. Now, Section 8 of the Clayton Act applies when each of the competing corporations has capital, surplus, and undivided profits aggregating more than $54,402,000 and each corporation’s competitive sales are at least $5,440,200 again with certain exceptions.
The maximum civil penalty amount for violations of the HSR Act remains, for now, at $53,088 per day.