The Federal Trade Commission (“FTC”) has announced revised thresholds for determining whether transactions need to be filed under the Hart-Scott-Rodino (“HSR”) Act, along with an updated HSR filing fee schedule for 2026. The new minimum “size of transaction” notification threshold for acquisitions of voting securities, assets, or controlling interests in non-corporate entities will be $133.9 million, about a 6 percent increase from the prior threshold of $126.4 million. The new thresholds and fee schedule will be effective February 16, 2026, which is 30 days after their publication in the Federal Register, currently scheduled for January 16, 2026.
Any transaction that is expected to close on or after that date will be subject to the revised thresholds and filing fee schedule.
The FTC also announced slightly higher caps for the de minimis exceptions of Section 8 of the Clayton Act, which prohibits certain interlocking directorates between competing corporations. The new Section 8 exception levels will become effective on January 16, 2026, upon publication in the Federal Register.
HSR Act Thresholds and Filing Fees
The HSR Act requires parties to certain mergers and acquisitions to notify the FTC and Antitrust Division of the U.S. Department of Justice (“DOJ”) and observe a waiting period (usually 30 days) prior to consummating a reportable transaction. The notification thresholds are adjusted annually based on changes in the gross national product. The revised thresholds for 2026 are as follows:
| Threshold Type |
Original Base |
Current 2025 Threshold |
2026 Revised Threshold |
| Minimum size of transaction threshold |
$50 million |
$126.4 million |
$133.9 million |
| Size of transaction threshold below which the size of person test must also be satisfied |
$200 million |
$505.8 million |
$535.5 million |
| Smaller size of person test |
$10 million |
$25.3 million |
$26.8 million |
| Larger size of person test |
$100 million |
$252.9 million |
$267.8 million |
As shown in the table above, the new minimum “size of transaction” threshold is $133.9 million. For transactions not valued above $535.5 million, the parties must also meet the “size of person” test for an HSR filing to be required. With the revised thresholds, that test will require one filing “person” to have annual net sales or total assets of at least $267.8 million (the larger size of person test) and the other filing “person” to have at least $26.8 million in annual net sales or total assets (the smaller size of person test), as reported on their most recent regularly-prepared balance sheet or income statement. However, if the “acquired person” is not “engaged in manufacturing,” its annual net sales are not relevant, and the smaller size of person test will only be met if it has assets valued at more than $26.8 million.
The FTC also revises the HSR filing fee schedule annually based on changes in the gross national product and in the consumer price index. The new fee schedule, including adjusted valuation ranges that trigger specific filing fees, is as follows:
| 2026 Adjusted Size of Transaction |
2026 Adjusted Filing Fee |
| Less than $189.6 million |
$35,000 |
| $189.6 million or more, but less than $586.9 million |
$110,000 |
| $586.9 million or more, but less than $1.174 billion |
$275,000 |
| $1.174 billion or more, but less than $2.347 billion |
$440,000 |
| $2.347 billion or more, but less than $5.869 billion |
$875,000 |
| $5.869 billion or more |
$2,460,000 |
Section 8 Thresholds (“Interlocking Directorates”)
With certain exceptions, Section 8 of the Clayton Act prohibits a person from serving as a director or officer of two competing corporations at the same time, if each corporation has capital, surplus, and undivided profits above an annually adjusted threshold. Expected to become effective January 16, 2026, this threshold is now $54,402,000.
Section 8 does not prohibit an interlock if:
- The “competitive sales” of either corporation are less than 2 percent of that corporation’s total sales;
- The “competitive sales” of each corporation are less than 4 percent of that corporation’s total sales; or
- The “competitive sales” of either corporation are less than an annually adjusted threshold. Effective January 16, 2026, this threshold is now $5,440,200.
2025 Revisions to HSR Filing Requirements
A set of sweeping new HSR requirements announced by the federal antitrust agencies in October 2024 went into effect on February 10, 2025. The revamped filing requirements increased the scope of documents and information required, in particular where the filing parties report competitive overlaps or have vertical or horizontal relationships. When reporting overlaps, filers are required to provide brief descriptions of the overlaps as well as certain sales data and customer information, among other things. Further information about the new requirements is available on Covington’s website.
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Application of the HSR Act and its implementing rules, as well as Section 8 of the Clayton Act, can be complex. Our antitrust practice group includes attorneys, including several who served at the Federal Trade Commission or the Antitrust Division of the U.S. Department of Justice, with decades of experience in advising on HSR matters. Our team can provide detailed and practical insight into how these rules apply to various types of entities and transactions.
If you have any questions concerning the material discussed in this client alert, please contact the members of our Antitrust/Competition practice.
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