2026 FTC Updates to HSR and Clayton Act Thresholds

On January 16, 2026, the Federal Trade Commission (“FTC”) published to the Federal Register the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR Act”) merger-reporting thresholds for 2026. Each year, the FTC is required to adjust the thresholds under the HSR Act to correspond with changes in gross national product. The thresholds for 2026 will increase by approximately 5.9%. The adjustments will take effect on February 17, 2026. In addition, the FTC announced adjustments to jurisdictional thresholds for interlocking directorates and officers under Section 8 of the Clayton Act.

Adjustments to Merger-Reporting Thresholds

The HSR Act requires all persons or entities contemplating certain transactions that meet or exceed merger-reporting thresholds to file notifications of that transaction with the FTC and Department of Justice (“DOJ”). The first threshold concerns the Size-of-Transaction test, which is satisfied if the value of holdings an acquirer will obtain, because of the transaction, exceeds $133.9 million. If the Size-of-Transaction test is satisfied, an HSR filing may be required if the Size-of-Persons test is also met. The Size-of-Persons test is satisfied if either the acquired or acquiring party has at least $267.8 million in annual net sales or total assets, and the other party to the transaction has at least $26.8 million in annual net sales or total assets. Note, however, for large transactions, an HSR filing may be required regardless of whether the Size-of-Person thresholds are met. Where the Size-of-Transaction test shows the transaction’s size will exceed $535.5 million, the Size-of-Persons test is disregarded.

Filing Fees:

The thresholds triggering filing fees are also indexed to the gross national product. The table below summarizes the filing fee for a transaction valued within the relevant Size-of-Transaction range.

Jurisdictional Thresholds Applicable to Interlocking Directories and Officers

Under Section 8 of the Clayton Act, individuals generally cannot simultaneously serve as a director or officer of two sizable competing corporations. Relevant jurisdictional thresholds are subject to annual adjustments and are indexed to the gross national product. Following the 2026 adjustments, to warrant scrutiny under Section 8, each competing corporation must have capital, surplus, and undivided profits aggregating more than $54,402,000. However, if either corporation’s “competitive sales”—that is, the gross revenues for all products and services sold by one corporation in competition with the other—are less than $5,440,200, Section 8’s prohibition against an interlocking officer or director does not apply.

Dickinson Wright will continue to monitor all developments and provide analysis. Companies should be aware that large mergers and acquisitions of either voting securities or assets may carry filing and reporting obligations. Dickinson Wright attorneys can assist in determining how the summarized adjustments will affect the reporting responsibilities for any potential HSR Act transaction.