Annual HSR Threshold Adjustments Announced for 2026

On January 14, 2026, the Federal Trade Commission (FTC) announced new jurisdictional thresholds for the Hart-Scott-Rodino Act (HSR). The FTC is required to adjust the thresholds annually based on the change in gross national product. The FTC also announced adjustments to the HSR filing fees, which increased based on the consumer price index. The increased HSR thresholds and filing fees are expected to be effective in mid-February 2026 — 30 days after publication in the Federal Register.

The new thresholds will:

• Increase the minimum size-of-transaction test to $133.9 million.All values are in US$. Therefore, acquisitions of
  $133.9 million or less will not be reportable.
• Increase the transaction size to which the size-of-person test applies to $535.5 million. Therefore, acquisitions of more than $535.5 million will be reportable, regardless of the size of the parties, unless an exemption applies.
• Increase the size-of-person test to $26.8 million and $267.8 million. Therefore, acquisitions of $535.5 million or less are not reportable unless one person has assets or annual net sales of $26.8 million or more, and the other person has assets or annual net sales of $267.8 million or more. The size-of-person test for an acquired person not engaged in manufacturing is sales of $267.8 million or assets of $26.8 million.

The new thresholds for 2026 are set out in the table below (and the new filing fees are further below).