Each year, the FTC adjusts the reporting thresholds under the HSR Act based on changes in the gross national product. On January 14, 2026, the FTC announced the revised thresholds. Here are the current and new thresholds:
| Test | 2025 Threshold |
**NEW** Adjusted 2026 Threshold |
| Size-of-Transaction | $126.4 million | $133.9 million |
| Size-of-Person (as measured by annual net sales or total assets) |
$25.3 million for one party AND $252.9 million for the other party |
$26.8 million for one party AND $267.8 million for the other party |
| Size-of-Transaction (when size-of-person does not apply) | $505.8 million | $535.5 million |
Due to this change, transactions valued in excess of $133.9 million will be subject to the HSR Act’s reporting and waiting requirements. In general, the size-of-person test will be satisfied only if one party to the transaction has annual net sales or total assets totaling $26.8 million or more and the other party has annual net sales or total assets totaling $267.8 million or more.
The interlocking directorate thresholds under Section 8 of the Clayton Act were also adjusted to account for changes in the gross national product (these adjusted thresholds take effect immediately, unlike the HSR Act thresholds). Section 8 may preclude a “person from serving as a director or [an] officer of two competing corporations” when (1) each of the competing corporations “has capital, surplus, and undivided profits aggregating more than” $54.402 million and (2) each corporation’s competitive sales are at least $5.4402 million.
The FTC also announced changes to the filing fee structure under the HSR Act in accordance with the Merger Filing Fee Modernization Act. The revised HSR filing fee schedule, which will become effective on February 17, 2026, is as follows:
| Transaction Size | Filing Fee |
| $133.9 million or more, but 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 million |
Please contact a member of Goodwin’s Antitrust & Competition practice if you have any questions.
This informational piece, which may be considered advertising under the ethical rules of certain jurisdictions, is provided on the understanding that it does not constitute the rendering of legal advice or other professional advice by Goodwin or its lawyers. Prior results do not guarantee similar outcomes.
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