Client Alert: FTC Announces New Hart-Scott-Rodino and Clayton Act Section 8 Thresholds for 2026

The Federal Trade Commission (the “FTC”) has revised the jurisdictional and filing fee thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and the Premerger Notification Rules (the “Rules”), based on changes in the Gross National Product (“GNP”), as required by the 2023 Consolidated Appropriations Act.  For 2026, the thresholds will increase as a result of the increase in GNP and will apply to transactions that close on or after the effective date, which will be 30 days after the change’s publication in the Federal Register.  Additionally, the FTC’s newly increased thresholds pertaining to interlocking directorates under Section 8 of the Clayton Act are now in effect, as of January 14, 2026.

The HSR Act requires parties intending to merge or to acquire new assets, voting securities, or certain non-corporate interests to notify the FTC and the Department of Justice, Antitrust Division, and to observe required waiting periods before consummating an acquisition if certain filing thresholds are met.  Notification and Report forms must be submitted by the parties to a transaction if both the size of the transaction and size of party thresholds are met, unless an exemption applies.

1.  Revised Size of Transactions Threshold

In 2026, the minimum size of transaction threshold has increased to $133.9 million, compared to the 2025 threshold of $126.4 million.

2.  Revised Size of Parties Thresholds

The size of party threshold is inapplicable if the value of the transaction exceeds $535.5 million (up from $505.8 million in 2025).  As for transactions valued between $133.9 million and $535.5 million, the size of the party threshold may be satisfied in any one of the following three ways:

A comparison of the revised 2026 thresholds and the current 2025 thresholds is depicted below:

3.  Filing Fees

The FTC also announced changes to the filing fee structure under the HSR Act in accordance with the 2022 Merger Filing Fee Modernization Act.  The Act requires the FTC to revise filing fee thresholds annually.  This year, the FTC has revised filing fees, based on the percentage change in GNP and percentage increase in the Consumer Price Index, as follows:

4.  Revised Thresholds for Interlocking Directorates

The FTC’s revised jurisdictional thresholds, for Section 8 of the Clayton Act, which prohibits interlocking directorates, took effect on January 14, 2026, the same day the FTC announced the revised HSR Act thresholds and filing fees.  Section 8 provides that no person shall, at the same time, serve as a director or officer in any two competitor corporations, such that the elimination of competition by agreement between them would constitute a violation of the antitrust laws.

There are several safe harbors that may apply in certain situations, including when the corporations’ size or the extent of competitive sales falls below specified thresholds.  The revised Section 8 thresholds now apply when (1) both corporations collectively have capital, surplus, and undivided profits exceeding $54.402 million (increased from $51.380 million in 2025), and (2) each of the competing corporations reports competitive sales of at least $5.440 million (up from 4.856 million in 2025).  Furthermore, the competitive sales of either corporation must constitute 2% or more of the respective corporation’s total sales, or alternatively, the competitive sales of each corporation must surpass 4% or more of the respective corporation’s total sales.