US Antitrust Agency Publishes Revised HSR Notification Thresholds and Filing Fees For 2026

in this piece, authors Steven Cernak, Luis Blanquez and Kristen Harris (The Antitrust Attorney) analyze the Federal Trade Commission’s January 14, 2026 announcement updating the Hart-Scott-Rodino (HSR) Act thresholds. The revised thresholds, which take effect 30 days after publication in the Federal Register, reflect annual adjustments tied to changes in U.S. gross national product and determine when premerger notification and waiting obligations apply.

The authors outline how HSR applies based on three core criteria: a U.S. commerce nexus, a revised “size of transaction” threshold of $133.9 million, and, for transactions below $535.5 million, satisfaction of the updated “size of person” thresholds. Transactions exceeding $535.5 million must be reported regardless of party size, absent an applicable exemption, and remain subject to the standard 30-day waiting period, with early termination still suspended.

They also highlight the FTC’s implementation of a new, tiered filing fee structure under recent legislation, with fees ranging from $35,000 to $2.46 million depending on transaction value. These fees will now be adjusted annually based on changes to the consumer price index, adding another dynamic compliance consideration for deal planning.

Finally, the piece notes the FTC’s concurrent revision of the Section 8 Clayton Act thresholds governing interlocking directorates. Section 8 now applies where each competing corporation exceeds updated capital and competitive sales thresholds, while the maximum civil penalty for HSR violations remains unchanged…

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