FTC Ups HSR Act Thresholds in 2026 Annual Update
The US Federal Trade Commission recently published its annual update to the Hart-Scott-Rodino (HSR) Act thresholds in the Federal Register. The HSR Act governs certain deals that must be reported to the FTC and the US Department of Justice prior to being consummated.1 These changes become effective on February 17, 2026 for transactions closing on or after that date.
Pursuant to the new thresholds, a transaction must be reported if:
- The transaction value is greater than $535.5 million (previously, $505.8 million); or
- If (a) the transaction value is greater than $133.9 million (previously, $126.4 million); (b) one party has net sales or total assets of $26.8 million or more (previously, $25.3 million); and (c) a second party has net sales or total assets of $267.8 million or more (previously, $252.9 million).
HSR Act thresholds are tied to the US gross national product. The 2026 HSR reporting thresholds represent an increase of approximately 5.9% over the 2025 thresholds.
Through November 2025, the number of HSR filings for the calendar year (1943) was less for the same period in 2024 (1983), a decrease of 2%.
The updated HSR filing fee structure and fee thresholds, which also take effect on the same day as the revised thresholds described above for filings submitted on or after that date, were required under Division GG of the 2023 Consolidated Appropriations Act.2 As in years past, the updated fees are keyed to the value of the transaction and HSR Act thresholds, as follows:
| Transaction Value (2026) | Filing Fee (2026) |
|---|---|
| More than $133.9 million but less than $189.6 million (previously, more than $126.4 million but less than $179.4 million) | $35,000 (previously, $30,000) |
| $189.6 million or more, but less than $586.9 million (previously, $179.4 million or more but less than $555.5 million) | $110,000 (previously, $105,000) |
| $586.9 million or more, but less than $1.174 billion (previously, $555.5 million or more, but less than $1.111 billion) | $275,000 (previously, $265,000) |
| $1.174 billion or more, but less than $2.347 billion (previously, $1.111 billion or more, but less than $2.222 billion) | $440,000 (previously, $425,000) |
| $2.347 billion or more, but less than $5.869 billion (previously, $2.222 billion or more, but less than $5.555 billion) | $875,000 (previously, $850,000) |
| $5.869 billion or more (previously, $5.555 billion or more) | $2.460 million (previously, $2.390 million) |
Updates also were published on January 16, 2026 for certain HSR exemptions and thresholds for Interlocking Directorates under Section 8 of the Clayton Act. The Section 8 thresholds took effect immediately upon being published in the Federal Register. (For penalties for violations of the HSR Act, the maximum penalty was increased to $53,088 per day.)3
To help navigate the complex HSR Act rules, Mayer Brown has created an interactive presentation that provides quick and practical HSR guidance (if accessing the presentation in Edge, please save the file first before viewing). Drawing from the revised 2026 FTC thresholds, this presentation allows you to choose the criteria that best apply to your organization or transaction, then walks you through a basic analysis of whether an HSR Act filing is necessary.
The FTC’s Federal Register notice and a complete list of all HSR threshold adjustments can be found on the FTC’s website.
1 Hart-Scott-Rodino Antitrust Improvements Act of 1976.
2 Public Law 117-328, 136 Stat. 4459.
3 Published in the Federal Register and effective on January 16, 2026.
