The Federal Trade Commission (FTC) has announced increases to the notification thresholds and premerger filing fees under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act, which requires premerger notification of certain transactions to the FTC and the Antitrust Division of the U.S. Department of Justice.
The annually revised notification thresholds and updated premerger filing fees will come into effect on February 17, 2026, 30 days after notice of the adjusted thresholds is published in the Federal Register (Effective Date). The revised notification thresholds apply to transactions that close on or after the Effective Date while the revised HSR filing fees apply to transactions that file HSR premerger notification on or after the Effective Date.
The FTC also announced increases to the interlocking directorate thresholds.
Revised HSR Act reportability thresholds
Generally, HSR notifications are required for an acquisition of voting securities, non-corporate interests, or assets when the transaction reaches a certain threshold (the “size of transaction” test), and the parties are of sufficient size (the “size of parties” test). The size of transaction test is adjusted annually based on changes in the gross national product for the preceding year. The new size of the transaction threshold will be USD133.9 million, an increase from the current threshold of USD126.4m.
Under the new thresholds:
Transactions valued up to and including USD133.9m are not reportable.
Transactions valued at more than USD133.9m but not more than USD535.5m are reportable only if one filer has assets or annual net sales of at least USD26.8m and the other filer has assets or annual net sales of at least USD267.8m (unless an exemption applies).
Transactions valued at more than USD535.5m are reportable, regardless of each party’s size (unless an exemption applies).
To determine HSR reportability for transactions, parties must use the size of transaction threshold that will be in effect on the closing date.
The new thresholds will also be used to determine the applicability of certain exemptions under the HSR Act and rules.
Revised HSR filing fees
Revised thresholds for interlocking directorates
The FTC also increased the dollar amount thresholds for evaluating interlocking directorates under Section 8 of the Clayton Act, which became effective as of January 16, 2026. Under certain circumstances, Section 8 prohibits one person from serving as a director or officer of two competing corporations if each corporation has capital, surplus and undivided profits aggregating more than USD54.402m with an exception if the competitive sales of either corporation are less than a de minimis threshold of USD5.44m, the competitive sales of either corporation are less than 2% of that corporation’s total sales, or the competitive sales of each corporation are less than 4% of that corporation’s total sales. The aggregate capital, surplus, and undivided profits of each corporation at the end of its last full fiscal year controls for Section 8 purposes.
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