On January 14, 2026, the Federal Trade Commission (“FTC”) announced annual revisions to the notification thresholds and filing fees for premerger filings required by the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”). The annual revisions were published in the Federal Register on January 16, 2026, and are effective for transactions closing on or after February 15, 2026—30 days from publication. Separately, on January 16, 2026, the FTC published updated thresholds for interlocking directorates under Section 8 of the Clayton Act, which became effective immediately. Updated HSR Reportability Thresholds Generally, the HSR Act requires parties to a proposed transaction to file an HSR notification and await the expiration or early termination of a 30-day waiting period if the size-of-transaction and size-of-person tests are met. Size-of-Transaction Thresholds For 2026, the minimum size-of-transaction notification threshold will increase from $126.4 million to $133.9 million. As a result, unless otherwise exempted, acquisitions that will result in the acquiring person holding more than $133.9 million of the acquired person’s voting securities, assets, or non-corporate interests, will require an HSR filing prior to closing the proposed transaction (assuming the size-of-person thresholds, discussed below, are also met). Size-of-Person Thresholds The “size-of-person” test evaluates the size of the persons engaged in the proposed transaction. For transactions closing on or after February 15, 2026, the size-of-person test will be met only where: One person has annual net sales or total assets of at least $26.8 million; and The other person has annual net sales or total assets of at least $267.8 million. If the size-of-person thresholds are not met, an HSR notification is not required. However, the size-of-person thresholds need not be met if the total value of the proposed transaction exceeds $535.5 million (up from $505.8 million in 2025). Absent an exemption, such transactions will always be reportable. Filing Fees If an HSR notification is required under the HSR Act, the requisite filing fees vary based upon the value of the proposed transaction. HSR notifications made on or after February 15, 2026 will be subject to the following fees: Value of Transaction Updated Filing Fee $133.9 million or greater but less than $189.6 million $35,000 $189.6 million or greater but less than $586.9 million $110,000 $586.9 million or greater but less than $1.174 billion $275,000 $1.174 billion or greater but less than $2.347 billion $440,000 $2.347 billion or greater but less than $5.869 billion $875,000 $5.869 billion or greater $2,460,000 Revised Thresholds for Interlocking Directorates The FTC also announced updated thresholds for interlocking directorates under Section 8 of the Clayton Act. Section 8 of the Clayton Act prohibits, with certain exceptions, a person from serving as a director or officer of two competing corporations if each corporation has aggregate capital, surplus, and undivided profits greater than $54,402,000. However, Section 8 does not apply where the competitive sales of either corporation are less than $5,440,200. The new thresholds ($54,402,000 and $5,440,200 respectively) became effective immediately after publication in the Federal Register on January 16, 2026. Conclusion Determining whether an HSR notification is required in connection with a transaction can be complicated, and requires an in-depth understanding of the regulations and exemptions associated with the HSR Act. If you have any questions regarding the HSR Act, including whether or not a contemplated transaction will require an HSR notification, please contact a member of our Antitrust Practice Group.
