News

New HSR and interlocking directorate thresholds announced for 2026

15 January 2026

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:

Filing thresholds

	Current thresholds	New thresholds
Size-of-transaction	Notification may be required if acquiring person will acquire and hold certain assets, voting securities, or interests in noncorporate entities valued at more than US$126.4 million.	US$133.9 million
Size-of-person	For transactions valued at more than US$126.4 million but less than or equal to US$505.8 million, one “person” to the transaction must have at least US$252.9 million in total assets or annual net sales and the other must have at least US$25.3 million in total assets or annual net sales.	For transactions valued at more than US$133.9 million but less than or equal to US$535.5 million. At least US$267.8 million and US$26.8 million in total assets or annual net sales.
	Transactions valued at more than US$505.8 million are not subject to the size-of-person threshold test and are therefore reportable unless exempt.	US$535.5 million

Notification thresholds

Current thresholds

New thresholds

When completing an HSR filing, the acquiring person in a voting securities acquisition must indicate which notification threshold it will cross:

US$126.4 million,
US$252.9 million,
US$1.264 billion,
25 percent (if the value of the voting securities to be held is greater than US$2.529 billion), or
50 percent.

These notification thresholds are also relevant to a certain HSR exemption.

The new notification thresholds are:

US$133.9 million,
US$267.8 million,
US$1.339 billion,
25 percent (if the value of the voting securities to be held is greater than US$2.678 billion), or
50 percent.

HSR filing fees

The 2026 HSR filing fees will be as follows:

Transaction value	Filing fee
More than $133.9 million but less than $189.6 million	$35,000
$189.6 million or more but less than $586.9 million	$110,000
$586.9 million or more but less than $1.174 billion	$275,000
$1.174 billion or more but less than $2.347 billion	$440,000
$2.347 billion or more but less than $5.869 billion	$875,000
$5.869 billion or more	$2,460,000

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.

Authored by Robert Baldwin, Michele Harrington, and John Hamilton.