On Jan. 14, 2026, the Federal Trade Commission (FTC) announced the annual changes to the notification thresholds for filings under the Hart-Scott-Rodino Antitrust Improvements Act (HSR) and certain other values under the HSR rules. The new thresholds will become effective on Feb. 17, 2026.
As background, the HSR Act requires that acquisitions of voting securities or assets that exceed certain thresholds be disclosed to U.S. antitrust authorities for review before they can be completed. The size-of-transaction threshold requires that the transaction exceeds a certain value. Under certain circumstances, the parties involved also must exceed size-of-person thresholds. This year’s thresholds, which are adjusted annually based on changes in the gross national product (GNP), will increase from 2025 thresholds, reflecting the economy’s growth from the previous year. The FTC also adjusted the safe harbor thresholds that govern interlocking directorates in competing companies.
HSR revisions
The most important change is that the minimum size-of-transaction threshold will increase from the current $126.4 million to $133.9 million. The size-of-person thresholds will increase as follows:
- For transactions valued between $133.9 million and $535.5 million, one party to the transaction must have $26.8 million in sales or assets and the other party must have $267.8 million in sales or assets, as reported on the last regularly prepared balance sheet or income statement.
- For transactions valued at greater than $535.5 million, no size-of-person threshold must be met to require an HSR filing.
The filing fee and their thresholds have changed, and increased, significantly. Instead of a three-tier fee structure, the FTC now moves to a six-tier structure, as follows:
| Filing File | Transaction Value |
| $35,000 | Less than $189.6 million |
| $110,000 | $189.6 million to less than $586.9 million |
| $275,000 | $586.9 million to less than $1.174 billion |
| $440,000 | $1.174 billion to less than $2.347 billion |
| $875,000 | $2.347 billion to less than $5.869 billion |
| $2.46 million | $5.869 billion or more |
Acquisitions that do not cross thresholds
The HSR rules include additional notification thresholds that, in certain circumstances, spare parties from having to submit a new filing each time they acquire additional voting securities of the same issuer. Once an HSR notification is filed, the acquiring person generally has one year from the expiration or termination of the waiting period to cross the transaction-size threshold identified in the filing. Furthermore, after the waiting period has expired or been terminated, the acquiring person may acquire voting securities up to the next applicable notification threshold for a period of five years without submitting an additional HSR filing.
Interlocking directorates
Section 8 of the Clayton Act generally prohibits one person from serving as a director or officer of two competing corporations if two thresholds are met. One relates to the companies’ profitability and one relates to the amount of competitive sales between the companies. The statute requires the FTC to revise these thresholds annually, also based on changes to the GNP. Effective immediately, only companies with capital, surplus and undivided profits aggregating more than $54,402,000 are covered by Section 8. A violation can be found only if the competitive sales of each company are $5,440,200 or greater.
If you have any questions, please contact Jay at 202-778-3021 or jlevine@porterwright.com
