Hart-Scott-Rodino Reporting Threshold Increases by $7.5 Million After Latest Yearly Adjustment
On January 16, 2026, the Federal Trade Commission (FTC) published a notice in the Federal Register announcing the latest annual adjustments to the reporting thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR). Because these annual adjustments are pegged to changes in gross national product, the HSR reporting thresholds tend to increase every year, except for periods of recession. Once the latest yearly adjustments come into effect, the HSR size-of-transaction threshold will increase from $126.4 million to $133.9 million, an increase of $7.5 million. The new thresholds will apply for transactions that close on or after February 17, 2026.
Separately, on January 16, 2026, the FTC also published a notice in the Federal Register setting forth the latest annual adjustments to the statutory thresholds under Section 8 of the Clayton Act. The revised Section 8 thresholds are effective immediately.
取引規模テスト
(Original: $50 Million; New as of February 17, 2026: $133.9 Million)
The HSR “size-of-transaction” threshold is currently $126.4 million, based upon 2025’s annual adjustment. On February 17, 2026, however, this threshold will increase to $133.9 million. Accordingly, for transactions that close on or after February 17, 2026, no HSR filing will be required unless the acquisition will result in the acquiring person holding an aggregate total amount of voting securities, non-corporate interests, and/or assets of the acquired person in excess of $133.9 million.
人物の大きさテスト
(Original: $10 Million/$100 Million; New as of February 17, 2026: $26.8 Million/$267.8 Million)
Under the new adjustments, acquisitions valued at greater than $133.9 million but less than or equal to $535.5 million will only be reportable if the so-called “size-of-person” test is also met. (Acquisitions valued above $535.5 million will be reportable regardless of the parties’ sizes.) Under the revised thresholds, the size-of-person test will be met if (i) either the acquiring or acquired person has total assets or annual net sales of $267.8 million or more and (ii) the other person has total assets or, in certain situations, annual net sales of $26.8 million or more.
Notification Thresholds for Acquisitions of Voting Securities
For acquisitions of voting securities, there are five distinct notification thresholds, and the acquiring person files for the highest applicable threshold among those five choices. Acquiring fifty percent or more of an issuer’s voting securities (i.e., acquiring HSR “control”) is the highest threshold, but below that level (i.e., for acquisitions of minority interests) there are four different tiers for reporting. The notification threshold may determine, for example, whether a subsequent acquisition of additional voting securities in the same issuer will require another HSR filing. As of February 17, 2026, the new notification thresholds will be, in ascending order:
- An aggregate total amount of voting securities valued at greater than $133.9 million but less than $267.8 million;
- An aggregate total amount of voting securities valued at $267.8 million or greater but less than $1.339 billion;
- An aggregate total amount of voting securities valued at $1.339 billion or greater;
- Twenty-five percent of an issuer’s outstanding voting securities, if valued at greater than $2.678 billion; and
- Fifty percent of an issuer’s outstanding voting securities, if valued at greater than $133.9 million.
出願手数料の閾値
In accordance with the filing fee changes adopted under the Merger Filing Fee Modernization Act of 2022, the Federal Register notice announcing the latest annual adjustments to the HSR statutory thresholds also announced the latest annual adjustments to the HSR filing fees. The new filing fees as of February 17, 2026, based on the dollar value of the transaction as determined in accordance with the HSR rules, will be:
| Size of Transaction | New Filing Fee as of February 17 |
| 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 |
Additional Considerations
In analyzing potential past failures to file under HSR and for purposes of disclosing certain prior asset acquisitions in the HSR form, it is necessary to look at the thresholds that were in place at the time of the prior acquisition. It remains important for parties to be careful in determining if a threshold is met, given that the process can be complex, the rules are highly technical, and failure to comply with HSR can result in significant civil penalties. The maximum civil penalty is currently $53,088 for each day of noncompliance, but this maximal penalty is slated to increase due to annual indexing in the coming weeks.
相互取締役の閾値
(Original: $10 Million; New as of January 16, 2026: $54,402,000)
Finally, in a separate Federal Register notice, the FTC updated the jurisdictional threshold for interlocking directorates under Section 8 of the Clayton Act (Section 8). Subject to certain exceptions, Section 8 prohibits persons from serving as an officer or director of two competing corporations (a practice known as “interlocking”) where each corporation at issue has “capital, surplus, and undivided profits” above the statutory threshold. The 1990 amendments to Section 8 set this threshold at $10 million but, based on the latest annual adjustment, this threshold has changed to $54,402,000.
Section 8 also has three “safe harbor” exceptions. One exception states that Section 8 does not apply if the competitive sales of either interlocked corporation are less than $1 million in 1989 dollars, as adjusted annually. This safe harbor has been adjusted to $5,440,200, based on the new thresholds.
As we have highlighted in previous articles, Section 8 of the Clayton Act has increasingly become a focus for FTC and Department of Justice antitrust enforcement. Therefore, companies should continue to monitor their officer and director ranks to ensure that they remain compliant with Section 8.
