On January 14, 2026, the US Federal Trade Commission (FTC) announced its annual updates to the Hart-Scott-Rodino (HSR) Act reportability thresholds as well as the HSR Act filing fee thresholds and amounts.[1] Both the updated HSR reportability thresholds and the updated filing fees will apply to transactions that close on or after February 17, 2026.[2]
These adjustments come just under a year after the implementation of the new HSR form,[3] which substantially increased the amount of data and information parties must submit.[4] While there was a temporary slowdown in filing activity after the introduction of the new form, the volume of filings soon rebounded to levels seen when the less burdensome form was in effect.[5]
Simultaneously with the new HSR form, the FTC and the US Department of Justice (DOJ) have reinstated the early termination (ET) program, shortening the statutory 30-day waiting period for transactions that do not raise significant competitive concerns.[6] The agencies have granted over 400 ETs since the program’s return in February 2025, accounting for approximately 15% of all filings for which data is available. This trend has continued into 2026, with the volume of ETs increasing on average each month.[7]
The FTC also announced the annual adjustments to the Clayton Act Section 8 enforcement thresholds for interlocking directorates, which became effective on January 16, 2026.[8] This follows a period of heightened Section 8 enforcement in recent years, highlighted by multiple agency investigations and board resignations in 2025.[9] The updated thresholds as well as the detailed director disclosures required by the new HSR form will continue to facilitate the ongoing Section 8 enforcement efforts.
I. Updated HSR Reportability Thresholds
A transaction that meets the HSR Act's reportability thresholds must be reported to the FTC and the DOJ by the parties, and the statutory waiting period observed, prior to consummation, unless an exemption applies.[10]
Pursuant to the updated thresholds, a transaction will be reportable if either of the following is true, and an exemption is not available:
- The transaction value is greater than $535.5 million (previously $505.8 million); OR
- The transaction value is greater than $133.9 million (previously $126.4 million) but $535.5 million or less; AND one party has net sales or total assets of $26.8 million or more (previously $25.3 million); AND (iii) a second party has net sales or total assets of $267.8 million or more (previously $252.9 million).
HSR Act reportability thresholds are adjusted annually to reflect changes in the US gross national product (GNP). This year’s threshold adjustments represent an increase of approximately 6% (same as prior year).
II. Updated HSR Filing Fee Thresholds and Amounts
This is the third time the six-tier filing fee structure introduced by the Merger Filing Fee Modernization Act (2023) has been updated based on changes in the Consumer Price Index (CPI). The 2.7% increase in CPI, as determined by the Bureau of Labor Statistics, translates to the updated filing fee amounts as listed below, with transaction values updated based on changes to GNP:
Updated Filing Fee | Updated Transaction Value Range |
$35,000
(previously $30,000) | valued at more than $133.9 million (previously $126.4 million) but less than $189.6 million (previously $179.4 million) |
$110,000
(previously $105,000) | valued at $189.6 million (previously $179.4 million) or more but less than $586.9 million (previously $555.5 million) |
$275,000
(previously $265,000) | valued at $586.9 million (previously $555.5 million) or more but less than $1.174 billion (previously $1.111 billion) |
$440,000
(previously $425,000) | valued at $1.174 billion (previously $1.111 billion) or more but less than $2.347 billion (previously $2.222 billion) |
$875,000
(previously $850,000) | valued at $2.347 billion (previously $2.222 billion) or more but less than $5.869 billion (previously $5.555 billion) |
$2,460,000
(previously $2,390,000) | valued at $5.869 billion (previously $5.555 billion) or more |
III. Updated Thresholds for Interlocking Directorate Enforcement
Section 8 of the Clayton Act prohibits officers or directors from serving on two competing corporations simultaneously (i.e., an “interlocking directorate”) if certain thresholds are met. Similar to the reportability thresholds under the HSR Act, the Section 8 enforcement thresholds are adjusted annually based on changes to the US GNP.
For 2026, an interlocking directorate is prohibited where:
- Each competitor corporation has capital, surplus, and undivided profits aggregating more than $54,402,000 (previously $51,380,000); AND
- Both competitor corporations have competitive sales of more than $5,440,200 (previously $5,138,000).
The reinstated de minimis exemptions limit the scope of Section 8 enforcement where:
- Either competitor has competitive sales that are less than 2% of its total sales; OR
- Each competitor has competitive sales that are less than 4% of its total sales.
[1] https://www.ftc.gov/news-events/news/press-releases/2026/01/ftc-announces-2026-update-jurisdictional-fee-thresholds-premerger-notification-filings.
[2] https://www.ftc.gov/enforcement/competition-matters/2026/01/new-hsr-thresholds-filing-fees-2026.
[3] https://www.federalregister.gov/documents/2024/11/12/2024-25024/premerger-notification-reporting-and-waiting-period-requirements.
[4] https://blog.freshfields.us/post/102jlrb/the-agencies-hsr-paradox-overhaul-of-u-s-merger-filing-requirements-still-risk.
[5] https://www.ftc.gov/enforcement/premerger-notification-program.
[6] https://www.ftc.gov/news-events/news/press-releases/2024/10/ftc-finalizes-changes-premerger-notification-form.
[7] https://www.ftc.gov/legal-library/browse/early-termination-notices.
[8] https://www.ftc.gov/news-events/news/press-releases/2026/01/ftc-announces-2026-jurisdictional-threshold-updates-interlocking-directorates.
[9] In September 2025, the FTC announced that three Sevita Health directors resigned after the agency determined their simultaneous service on the boards of Sevita Health and Beacon Specialized Living Services constituted an unlawful interlocking directorate under Section 8 of the Clayton Act. https://www.ftc.gov/news-events/news/press-releases/2025/09/three-directors-resign-sevita-board-directors-response-ftcs-ongoing-enforcement-efforts-against.
[10] Hart-Scott-Rodino Antitrust Improvements Act of 1976, 15 U.S.C. 18a.
