On January, 14, 2026, the Federal Trade Commission (FTC) released the annual jurisdictional adjustments for premerger notification filings made pursuant to Section 7A of the Clayton Act, known as the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The FTC also published an updated HSR filing fee schedule. The new filing thresholds and fees for HSR notification will become effective February 15, 2026 (30 days after publication in the Federal Register).
HSR thresholds
Under the HSR Act, certain acquisitions of assets, voting securities, or interests in noncorporate entities (such as partnerships or limited liability companies) are subject to preclosing notification to the U.S. antitrust agencies and waiting period requirements if the applicable jurisdictional thresholds are satisfied and no exemption applies. Each year the FTC adjusts the HSR jurisdictional threshold tests based on changes to the U.S. gross national product.
As announced by the FTC, the principal changes to the HSR jurisdictional thresholds will be as follows:
HSR filing fees
The 2026 HSR filing fees will be as follows:
Interlocking directorates threshold
Section 8 of the Clayton Act prohibits a person from serving as a director or officer of two competing corporations if certain thresholds are satisfied and no exemption applies. The FTC is required to adjust annually certain thresholds related to Section 8 based on changes to the gross national product.
Under the new threshold, which will become effective upon publication in the Federal Register January 16, 2026, a person may not serve as a director or officer of competing corporations if each corporation has capital, surplus, and undivided profits aggregating more than US$54,402,000 unless one of the corporations has competitive sales of less than US$5,440,200. Previously, a person was prohibited from serving as a director or officer of competing corporations if each corporation had capital, surplus, and undivided profits aggregating more than US$51,380,000 unless one of the corporations had competitive sales of less than US$5,138,000. Section 8 includes additional de minimis exceptions if either corporation's competitive sales are less than 2% of its total sales or if each corporation's competitive sales are less than 4% of its total sales.
As of 10 February 2025, filing parties must disclose certain information about its officers and directors on the HSR form, including whether any officers or directors have similar roles in companies with products or services that overlap with those of the target. Filing parties should anticipate questions from the agencies that may arise because of common officer and director relationships disclosed in their HSR filings and may want to track and analyze those relationships in the ordinary course of business to allow sufficient time to mitigate any antitrust risk that may arise.
HSR civil penalties
The FTC has not yet announced that the revised maximum civil penalties for violations of the HSR Act (currently US$53,088 per day for each violation). We will update this section once the revised amount is published.
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