The Federal Trade Commission (the “FTC”) recently announced revised statutory thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “Hart-Scott-Rodino Act” or “HSR”). These thresholds, which are revised annually based on the change in gross national product, were published in the Federal Register on January 16, 2026, and apply to transactions closing on or after February 17, 2026.
Mergers and Acquisitions
Unless otherwise exempted, parties to a merger or acquisition are required to make HSR filings if the size-of-transaction test is satisfied. Per the updated thresholds, this test is satisfied if a transaction: (i) is valued over $535.5 million (previously $505.8 million); or (ii) is valued over $133.9 million (previously $126.4 million) and the size-of-person test is also satisfied. The size-of-person test is satisfied if one of the parties has net sales or total assets of at least $267.8 million (previously $252.9 million) and the other party has net sales or total assets of at least $26.8 million (previously $25.3 million). Certain monetary thresholds relating to HSR notification exemptions have also increased.
Acquisitions of Voting Securities
Similarly, the five notification thresholds relating to acquisitions of voting securities (which specify whether a filing or successive filing is necessary) have increased. Per the updated thresholds, HSR filings are required in connection with acquisitions (and subsequent acquisitions) of voting securities that result in an acquirer holding voting securities of a company: (i) valued over $133.9 million (previously $126.4 million); (ii) valued at or over $267.8 million (previously $252.9 million); (iii) valued at or over $1.339 billion (previously $1.264 billion); (iv) comprising 25% or more of such company’s voting securities, if valued over $2.678 billion (previously $2.529 billion); or (v) comprising 50% of such company’s voting securities, if valued over $133.9 million (previously $126.4 million). Once an acquirer holds 50% or more of a company’s voting securities, no further notification to the FTC and the Department of Justice (the “DOJ”) is required in connection with subsequent acquisitions of such company’s securities.
HSR Filing Fees
Effective February 17, 2026, the revised filing fee thresholds and related filing fees for 2026 are as follows:
*At the time of filing.
Interlocking Directorates Thresholds
On January 14, 2026, the FTC announced higher thresholds relating to interlocking directorate restrictions under Section 8 of the Clayton Antitrust Act of 1914 (the “Clayton Act”). The new thresholds are $54,402,000 and $5,440,200 for Sections 8(a)(1) and 8(a)(2)(A) of the Clayton Act, respectively (up from $51,380,000 and $5,138,000 in 2025). Such thresholds became effective upon their publication in the Federal Register on January 16, 2026.
Civil Penalty Amounts
Civil penalty amounts for certain violations of the Hart-Scott-Rodino Act are revised annually to account for inflation. The maximum civil penalty amount in 2025 for such violations was $53,088 per day. The adjusted amount for 2026 has not yet been announced.