ALERT UPDATE: The FTC announced its annual changes to certain thresholds which govern the need to make an HSR filing, the fees associated with required filings and the thresholds which dictate the legality of interlocking directorates. See Revised Jurisdictional Thresholds for Section 7A of the Clayton Act. The changes will take effect on February 17, 2026.
What You Need to Know:
- First off, remember that last year, HSR filings got much more detailed given the changes in the regulations and corresponding forms.
- Are you involved in a merger, acquisition or other business combination or affiliation in excess of $133.9 million in value?
- Are you aware that transactions in excess of that value, as determined under Hart-Scott-Rodino regulations, may require a Premerger Notification filing with the FTC and the U.S. Department of Justice?
- Have you consulted with antitrust counsel concerning the possibility of having to make a mandatory HSR Premerger Notification filing?
On January 14, 2026, the FTC announced the annual updates to the HSR size thresholds, filing fees and interlocking directorate thresholds. The updated thresholds and filing fees were published in the Federal Register on January 16, 2026, and will take effect on February 17, 2026. See FTC Announces 2026 Update of Jurisdictional and Fee Thresholds for Premerger Notification Filings. See below for the Interlocking Directorate announcement link.
The FTC is required to revise the HSR thresholds annually based on the change in gross national product, and the new thresholds represent increases from the 2025 thresholds. To determine whether an HSR filing is required, the increased thresholds are as follows:
| Test | 2026 Increased Threshold |
| Size of Transaction | INCREASED to $133.9 million from $126.4 million |
| Size of Parties | INCREASED to $26.8 million and $267.8 million from $25.3 million and $252.9 million (Total assets or annual net sales) |
| Size of Parties Irrelevant | INCREASED to $535.5 million from $505.8 million |
In light of these increases, pending transactions may merit additional analysis – the deal size increase is $7.5 million, which might render a filing required under the 2025 thresholds unnecessary due to the increase. Similarly, the party size thresholds have increased, with the larger party threshold increasing by almost $15 million, so again another look might be warranted. The applicable threshold is that which is in place at the time of closing.
The FTC is also required to increase annually the HSR filing fees by an amount equal to the percentage increase, if any, in the consumer price index. The 2026 fee structure for HSR filings is as follows:
| 2026 Filing Fee | Size of Transaction |
| $35,000 | Less than $189.6 million |
| $110,000 | $189.6 million – $586.9 million |
| $275,000 | $586.9 million – $1.174 billion |
| $440,000 | $1.174 billion – $2.347 billion |
| $875,000 | $2.347 billion – $5.869 billion |
| $2,460,000 | Greater than $5.869 billion |
Additionally, the 2025 thresholds regarding when interlocking directorates are illegal pursuant to Section 8 of the Clayton Act have also increased, to $54,402,000 (in aggregate capital, surplus and undivided profits) (from $51,380,000) and $5,440,200 (in competitive sales) (from $5,138,000). See FTC Announces 2026 Jurisdictional Threshold Updates for Interlocking Directorates.
The FTC has yet to announce any inflation-adjusted increase for 2026 to the civil penalty amount applicable to HSR violations. The size thresholds, interlocking directorate thresholds, and new civil penalty amount (if any) will take effect 30 days after publication in the Federal Register. In the normal course, it increases every year.
Conclusion
We will update this alert if there is a change in the HSR civil penalty amount for violations of the HSR Act and regulations. Parties on the verge of executing transactions which were analyzed under the 2025 thresholds should take a second cut at the analysis to determine, depending on their deal timeline, whether the need to file has been eliminated because an increased threshold is not met.
