New HSR Act Size-of-Transaction Increasing to $133.9 Million

At a Glance

• On January 14, 2026, the Federal Trade Commission (FTC) announced the annual adjusted reporting thresholds under the Hart-Scott-Rodino (HSR) Act.
• If an HSR filing is required, companies will need to give thoughtful consideration to the HSR rules and forms, and the filings must comply with the government’s more onerous requirements since the rule changes went into effect in February 2025. We have seen a significant increase in the necessary resources and time required to complete HSR filings under the new rules. 
• The FTC also announced new 2026 thresholds for interlocking directorates under Section 8 of the Clayton Act. Federal enforcement agencies continue to raise concerns regarding detection of Section 8 interlocking directorate boards, and they have successfully pressured companies to unwind or prevent interlocks in at least two dozen cases in recent years.
• Failure to comply with the HSR Act and other antitrust laws may have serious consequences. Companies contemplating a merger, acquisition, or other large transaction should review the new thresholds and consult with counsel to determine whether their transaction would require clearance from federal antitrust authorities before consummation.

On January 14, 2026, the Federal Trade Commission (FTC) published its adjusted reporting thresholds under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended. The FTC revises the HSR Act thresholds annually to track year-over-year changes in gross national product. 

The new thresholds will become effective 30 days from the date of publication in the Federal Register, which we expect to occur in the coming days.

The HSR Act will soon require parties to certain transactions valued at more than $133.9 million to make premerger notifications with the FTC and Department of Justice (DOJ), and observe a statutory waiting period (usually 30 days) before consummation. Either the FTC or DOJ conducts a preliminary review of each transaction, though both agencies have concurrent jurisdiction to review any reportable transaction. If an agency opens an investigation into a proposed transaction’s competitive effects, or issues a request for additional information, the parties typically must cooperate if they want to close the transaction, which could require divestitures or other remedies to mitigate government officials’ antitrust concerns. 

As reported previously, the FTC, with the concurrence of the DOJ, issued final rules in February 2025 for premerger notification that substantially revise the requirements for transacting parties under the HSR Act. As expected, companies and their counsel have had to expend more time and resources to complete HSR filings under the new rules, which has impacted closing timelines and burdens on filing parties. 

Adjusted Threshold for Size-of-Transaction Test

The minimum size of transaction requiring an HSR Act filing has been increased from $126.4 million to $133.9 million. For most purposes, the size of the transaction is calculated as the greater of the purchase price or the fair market value of the assets, voting securities, or noncorporate interests to be held as the result of the transaction. The size of transaction also includes the present value of any voting securities or noncorporate interests of the target entity already held by the buyer. If the purchase price or value of such acquired assets, voting securities, or noncorporate interests is below $133.9 million, there is no requirement to make an HSR Act filing even if the parties meet the size-of-parties test described below.

Adjusted Thresholds for Size-of-Parties Test

Where the size-of-transaction test is met, generally one party to a transaction also must have assets or annual revenues of at least $267.8 million (up from $252.9 million), and the other party must have assets or annual revenues of at least $26.8 million (up from $25.3 million) to trigger an HSR Act filing.

However, if the size of transaction is $535.5 million or more (up from $505.8 million), the size-of-parties test does not apply, and the parties will need to file an HSR Act filing regardless of the assets or annual revenues of the parties involved.

Adjusted Filing Fee Thresholds

The filing fees have been slightly increased. The new filing fee thresholds are as follows:

Adjusted Thresholds for Interlocking Directorates

Also on January 14, the FTC announced updated 2026 jurisdictional thresholds for interlocking directorates under Section 8 of the Clayton Act. The statute prohibits an individual from simultaneously serving as an officer or director of two competing corporations if each corporation has capital, surplus, and undivided profits of more than $54,402,000 (up from $51,380,000). Section 8 provides for several exceptions where competitive overlaps are “too small to have competitive significance.” For examples, the parties will not violate Section 8 where: (1) the competing sales of either corporation are less than $5,440,200 (up from $5,138,000); (2) the competitive sales of either corporation are less than 2% of the corporation’s total sales; or (3) the competing sales of each corporation are less than 4% of the corporation’s total sales.

Under the revisions to the HSR Form and Rules, since February 2025, filers are required: (1) to provide detailed information about the filer’s directors and officers, and (2) to disclose other board positions held by its directors or officers outside of the filing “person.” Both of these new requirements are intended to help the agencies identify offending interlocks and prevent the anticompetitive information exchanges and agreements that those interlocks can facilitate.

Note that, even if the competitive overlap is insufficient to trigger the interlocking directorate prohibition, the directors and corporations still need to ensure that sensitive competitive information is not being exchanged between the directors and their respective companies. 

The revised Section 8 thresholds are effective immediately upon publication in the Federal Register.

Conclusion

Failure to comply with the HSR Act and other antitrust laws may have serious consequences for businesses and individuals. Companies contemplating a merger, acquisition, or other large transaction should review the new thresholds and consult with counsel to determine whether their transaction would require clearance from federal antitrust authorities before consummation. If an HSR filing is required, companies also will need to give thoughtful consideration to the new HSR rules and forms to ensure their filings comply with the government’s more onerous requirements.