Introduction
In January 2026, the Federal Trade Commission (FTC) announced the antitrust agencies’ annual revised filing fees for premerger review of sizable transactions and reporting thresholds for review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (HSR Act). The adjusted HSR Act thresholds are based on annual changes in the U.S. GNP (Gross National Product). For 2026, the HSR jurisdictional thresholds and fee bands have increased and apply to transactions closing on or after February 17, 2026.
Currently, the HSR Act requires parties to certain mergers, acquisitions of assets or voting securities, or joint ventures to complete premerger notification with the FTC and the Antitrust Division of the Department of Justice (DOJ). Reporting parties must observe a statutory waiting period (normally 30 days) before closing the deal. Both agencies have concurrent jurisdiction to review any reportable transaction, and either the FTC or DOJ may conduct a preliminary review of each HSR filing. If an agency opens an investigation into a proposed transaction’s competitive effects or issues a second request (formal request for extensive data), the parties typically must cooperate if they want to consummate the transaction. In recent years, the agencies have been more aggressive in challenging transactions in federal court by seeking injunctive relief to stop deals from closing if they could harm competition. Further, the agencies have also demonstrated a willingness to challenge non-reportable transactions.
Core Thresholds
Size of Transaction
In 2026, the minimum size-of-transaction base filing threshold filing increases from $126.4 million to $133.9 million. The higher threshold is $267.8 million. While there are nuances under the rules, 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 being acquired.
For many transactions between $133.9 million and $267.8 million, the size-of-person test no longer applies (subject to exemptions). 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. Regardless, if the acquiring person will hold more than $535.5 million worth of voting securities and assets of the acquired person, the size-of-person test is not applicable and a filing is required.
Size of Parties
For proposed transaction greater than $126.4 million but less than $535.5 million, filing is required only if the “ultimate parents” of the acquiring and the acquired entities also meet a certain minimum size-of-person test—in most instances, where one ultimate parent (including all entities it controls) has net sales or total assets of at least $26.8 million and the other has net sales or total assets of at least $267.8 million.
However, if the target is not engaged in manufacturing, the non-manufacturing exception applies when the target has $26.8 million in total assets or $267.8 million or more in annual net sales. When the jurisdictional tests are met, the transactions are reportable unless an exemption applies.
Again, if the size of transaction is $535.5 million or more, the size-of-parties test does not apply and the parties will need to file regardless of the value of the assets or annual revenues of the transaction parties. The following chart tracks the changes:
| REPORTABILITY THRESHOLDS | 2025 THRESHOLD (in millions) | 2026 THRESHOLD (in millions) |
| Minimum Size of Transaction | $126.4 | $133.9 |
| Size of Person (smaller person) | $25.3 | $26.8 |
| Size of Person (larger person) | $252.9 | $267.8 |
| Maximum Size of Transaction (size of person inapplicable) | $505.8 | $535.5 |
Filing Fee Tiers
The 2026 filing fee tiers for premerger notifications under the HSR Act in 2024 will be as follows:
| Filing Fee | 2026 Transaction Value Range |
| $35,000 | Transaction value is less than $189.6 M |
| $110,000 | Transaction value is at least $189.6 M, but less than $586.9M |
| $275,000 | Transaction value is at least $586.9 M but less than $1.174 billion |
| $440,000 | Transaction value is at least $1.174 billion, but less than $2.347 billion |
| $830,000 | Transaction value is at least $2.347 billion, but less than $5.869 billion |
| $2,335,000 | Transaction value of $5.869 billion or more |
Common Exemptions (still available in 2026)
Among the many HSR exemptions, the ones most often invoked—and still applicable under the 2026 thresholds—include:
- acquisitions of goods or real property in the ordinary course of business (for example, purchases of inventory for resale, not entire business units)
- certain intra-person transactions (such as transfers among entities under the same ultimate parent) where control does not change hands
- acquisitions of voting securities solely for investment, under specified percentage caps (generally 10% or less, provided the investor is truly passive)
- transactions involving foreign assets or foreign issuers where U.S. sales or U.S. assets associated with the target do not exceed the updated size‑of‑transaction thresholds
- transactions involving foreign assets or foreign issuers when U.S. sales or assets associated with the acquired party do not exceed the $133.9 million size-of-transaction threshold (subject to details in the rules)
- certain real estate and natural resource acquisitions (such as some office or residential properties, agricultural or undeveloped land, or hotels without substantial non-hotel businesses) if they do not constitute an operating business
Caution: Exemptions are highly fact intensive. Carefully consider the specific asset mix (U.S. or foreign, operating vs. non-operating, intra-person vs. third party, passive vs. strategic) for each deal.
Interlocking Directorates Adjusted Thresholds
Section 8 of the Clayton Act 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 (previously $51,380,000). The bar on interlocks is designed to prevent relationships between competitors that could reduce incentives to compete or that could facilitate coordinated interaction or anticompetitive information flows between them.
Section 8 provides for several exceptions when competitive overlaps are “too small to have competitive significance.” For example, the parties will not violate Section 8 when:
(1) the competing sales of either corporation are less than $5,440,200 (previously $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.
Conclusion
Corporations should stay informed on premerger clearance requirements. Failure to comply with the HSR Act premerger notification requirements—and other antitrust laws—risks serious consequences for businesses and individuals. Determining premerger notification obligations is a fact-intensive process that requires experience and a thorough understanding of your deal, the HSR Act, and accompanying regulations. Engaging HSR counsel early in the process is critical to assessing potential filing requirements and assuring an accurate understanding of whether an HSR filing is required. That understanding—and how compliance could impact deal negotiations, documentation, and timing—is critical to successfully closing the deal.