On January 14, 2026, the Federal Trade Commission (“FTC”) announced its annual adjustments to the Hart-Scott-Rodino Antitrust Improvement Act of 1976 (the “HSR Act”) pre-merger notification thresholds. The thresholds for 2026 increased by 5.9% from the 2025 amounts, based on the change in gross national product during 2025. The revised thresholds will apply to any transaction that closes on or after February 17, 2026. As a result of these changes, the HSR “size of transaction” threshold will increase from $126.4 million to $133.9 million.

General Summary

As a general summary of the HSR Act, the FTC and Department of Justice must be notified before the consummation of mergers, acquisitions, and other transactions that meet certain monetary thresholds. Once the parties have filed their HSR Act Notification and Report Forms, the enforcement agencies have up to 30 days after the date all HSR filings have been made and the applicable filing fee is paid, to decide whether to seek additional information, a process commonly known as a “second request.” The parties also have the option to request “Early Termination” which, if granted, will shorten the 30-day waiting period to approximately two weeks. If the 30-day waiting period expires without the issuance of a second request, or if Early Termination is granted, the parties are free to close the transaction immediately. If a second request is issued, the government has 30 days from the date the parties comply with the request to decide whether to let the transaction proceed or attempt to block it in court. 

New Thresholds

The new thresholds will increase the minimum value of a transaction that could trigger an HSR Act filing. The updated thresholds are as follows:

• For transactions with a value of $133.9 million or less, an HSR Act filing is not required.
• For transactions with a value of more than $133.9 million, but less than $535.5 million, whether or not an HSR Act filing is required depends upon the whether the “size of person” test is met. The “size of person” test requires an HSR Act filing if one party (at the UPE level) has annual net sales or total assets of $267.8 million or more and the other party (at the UPE level) has annual net sales or total assets of $26.8 million or more (unless the acquired person is not a manufacturer, in which case only total assets are considered).
• For transactions with a value of $535.5 million or more, an HSR Act filing is required.

Notification Threshold for Voting Securities

The HSR Act has an additional set of notification thresholds for parties acquiring voting securities. An acquiring party must file an HSR Act notification if the transaction pushes that acquiring party over one of the following thresholds:

• An aggregate total value of voting securities between $133.9 million and $267.8 million.
• An aggregate total value of voting securities between $267.8 million and $1.339 billion.
• An aggregate total value of voting securities worth $1.339 billion or greater.
• 25% of an issuer’s outstanding voting securities, if worth $2.678 billion or more.
• 50% of an issuer’s outstanding voting securities, if worth $133.9 million or more.

Filing Fee

The FTC also announced the new filing fee tiers. These new filing fees will take effect on February 17, 2026, and will apply to transactions for which an HSR Act Notification and Report Form is filed, either on or after that date.

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