HSR SIZE-OF-TRANSACTION THRESHOLD TO INCREASE TO $133.9 MILLION
On January 14, 2026, the Federal Trade Commission (FTC) announced revised thresholds for merger notifications under the Hart-Scott-Rodino (HSR) Act. The new thresholds and fee schedule will be effective February 17, 2026, which is 30 days after the January 16, 2026, publication in the Federal Register. The lowest size-of-transaction filing threshold (also known as the $50 million threshold) will increase from the current $126.4 million to $133.9 million. Parties to transactions that close on or after the effective date are subject to the revised thresholds.
The $10 million and $100 million size-of-person thresholds will increase to $26.8 million and $267.8 million, respectively. The size-of-person test applies to transactions valued at less than $200 million (as adjusted, $535.5 million) and is based on the total assets and annual net sales of the ultimate parent entities (UPE) of the acquiring and acquired persons. In general, to be reportable, the UPE of one party to the transaction must have annual net sales or total assets of $10 million or more (as adjusted, $26.8 million), and the UPE of the other party must have annual net sales or total assets of $100 million or more (as adjusted, $267.8 million). There are, however, several nuances and exceptions to the size-of-person test that must be examined separately for each transaction.
The increased thresholds arise from amendments to the HSR Act in 2000 that require the FTC to adjust the thresholds annually in response to the change in the gross national product (GNP). This year, the thresholds increased to reflect the growth in 2025 GNP. All the notification and exemption dollar thresholds in the HSR statute, regulations and reporting instructions that are subject to annual adjustments will also be adjusted upward. The new HSR Act dollar thresholds will be as follows:
Filing fees and tier transaction values will also be adjusted based on amendments to the HSR Act in 2023 that require the FTC to adjust the fees annually in response to the change in the U.S. Consumer Price Index. The adjusted filing fee tiers, which are also expected to go into effect 30 days after the official publication date in the Federal Register, are as follows:
The interlocking directorate thresholds under Section 8 of the Clayton Act have also been adjusted to account for changes in the GNP (unlike the HSR Act thresholds, these adjusted thresholds take effect immediately). Section 8 may preclude a person from serving as an officer or a director of two competing corporations when (1) each of the competing corporations has capital, surplus and undivided profits aggregating more than $54,402,000 and (2) each corporation’s competitive sales are at least $5,440,200.
