On January 14, 2026, the Federal Trade Commission (FTC) announced the annual adjustment of the jurisdictional thresholds for pre-merger notification filings under the Hart–Scott–Rodino Antitrust Improvements Act of 1976 (HSR Act). The revisions account for changes in the U.S. gross national product and constitute an increase of approximately 5.9%. The FTC also published annual inflation adjustments for the thresholds under Section 8 of the Clayton Act, which prohibits interlocking directors and officers among competing firms. However, the civil penalties for failure to submit an HSR Act filing and other violations of laws enforced by the FTC have yet to be announced. Both the FTC and the U.S. Department of Justice (DOJ) remain willing to impose these penalties on companies and individuals who violate the pre-merger notification requirements.
HSR Act Pre-Merger Notification Thresholds Revised
The HSR Act generally requires companies contemplating mergers or acquisitions of voting securities, assets, or noncorporate interests (LLC and LP interests) that meet or exceed certain monetary thresholds to file notification forms with the FTC and DOJ and to wait a designated period (generally 30 calendar days) before consummating the contemplated transaction. The new thresholds were published in the Federal Register on January 16, 2026 and will go into effect for transactions closing on or after February 17, 2026. For those transactions, companies will generally need to comply with the HSR Act pre-merger notification and waiting period requirements if either of the following is true:
- The size of the transaction (as defined by the HSR Act and applicable regulations) is greater than $133.9 million (up from $126.4 million) and the parties to the deal meet minimum “size of person” criteria (generally one party to the transaction must have total assets or annual net sales of $267.8 million or greater and the other party must have total assets or net sales of at least $26.8 million); or
- The size of the transaction is greater than $535.5 million (up from $505.8 million) regardless of the size-of-person criteria.
The FTC has also announced changes to the various thresholds that determine the amount of the required filing fees submitted with an HSR filing, a system that was expanded under the Merger Filing Fee Modernization Act of 2022. The thresholds, and the fees themselves, are annually indexed to the percentage increase in the Consumer Price Index. The new schedule effective February 17, 2026 is:
| Size of the Transaction | Filing Fee |
|---|---|
| Greater than $133.9 million, but less than $189.6 million | $35,000 |
| $189.6 million or greater, but less than $586.9 million | $110,000 |
| $586.9 million or greater, but less than $1.174 billion | $275,000 |
| $1.174 billion or greater, but less than $2.347 billion | $440,000 |
| $2.347 billion or greater, but less than $5.869 billion | $875,000 |
| $5.869 billion or greater | $2,460,000 |
These requirements are subject to various exemptions and exceptions, and it is important to consult with experienced antitrust counsel to determine whether an HSR filing is required.
“Interlocking Directorates” Thresholds
Section 8 of the Clayton Act prohibits, with certain exceptions, a person from serving as a director or officer of two competing corporations. Under the FTC’s revised Section 8 thresholds, which became effective upon publication in the Federal Register on January 16, 2026 and increased by approximately 5.9%, a person may not serve as a director or officer of two competing corporations if each corporation has capital, surplus, and undivided profits aggregating more than $54,402,000, unless one or more of the corporations has competitive sales under $5,440,200 or other exceptions apply.
Inflation-Adjusted Civil Penalty Amounts
The FTC has not yet announced adjustments to various maximum civil penalty levels for certain laws it enforces, including the HSR Act, though the adjustment to the maximum civil penalty amount for 2025 ($53,088 per day) is expected shortly. The action was required by the Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015, which significantly increased penalty levels in 2016 and required annual indexing of those levels for inflation.
If you have any questions, or would like additional information, please contact one of the attorneys on our Antitrust team or one of the attorneys on our Mergers & Acquisitions team.
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