Go-To Information FTC raises merger notification thresholds, with preliminary reporting beginning at $133.9 million, up from $126.4 million.
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On Jan. 14, 2026, The Federal Commerce Fee (FTC) introduced revised thresholds and charges for premerger notifications underneath the Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (HSR Act). The company revealed the thresholds on Jan. 16, 2026. These adjustments embody up to date size-of-transaction thresholds for mergers and acquisitions, in addition to elevated submitting price tiers and charges for bigger transactions, as required by the Merger Submitting Payment Modernization Act of 2022 (Payment Modernization Act).
Congress first amended the HSR Act in 2000 to require annual changes of notification thresholds primarily based on the change in gross nationwide product (GNP). The Payment Modernization Act changed the prior three-tier submitting price system with corresponding transaction dimension thresholds with a six-tier submitting price system primarily based on transaction worth. The tiers set forth beneath are additionally adjusted yearly primarily based on GNP change. The charges inside every tier enhance yearly primarily based on the share change within the client value index, evaluating the latest fiscal 12 months ending in September to the earlier fiscal 12 months.
The FTC additionally revealed revisions to the thresholds that set off, underneath Part 8 of the Clayton Act, a prohibition stopping corporations from having interlocking memberships on their company boards of administrators. These revisions symbolize the annual adjustment of thresholds primarily based on GNP adjustments.
Revised HSR Act Thresholds
The preliminary threshold for a HSR Act notification will increase from $126.4 million to $133.9 million. For transactions valued between $133.9 million and $535.5 million (elevated from $505.8 million), the size-of-person take a look at continues to use. That take a look at makes the transaction reportable provided that one occasion has gross sales or property of at the very least $267.8 million (elevated from $252.9 million) and the opposite occasion has gross sales or property of at the very least $26.8 million (elevated from $25.3 million). All transactions valued at greater than $535.5 million are reportable no matter occasion dimension.
The brand new thresholds apply to transactions closing on or after Feb. 15, 2026.
The next chart summarizes the brink changes:
| PRIOR THRESHOLD | REVISED THRESHOLD |
| Dimension-of-transaction take a look at | |
| greater than $126.4 million | greater than $133.9 million |
| Dimension-of-person take a look at | |
| $25.3 million/$252.9 million | $26.8 million/$267.8 million |
| Transaction worth above which size-of-person take a look at is inapplicable | |
| $505.8 million | $535.5 million |
The amendments will modify all notification thresholds as follows:
| NOTIFICATION LEVELS | |
| greater than $50 million | greater than $133.9 million |
| $100 million | $267.8 million |
| $500 million | $1,339 million |
| 25% of whole excellent shares value greater than $1 billion | 25% of whole excellent shares value greater than $2.678 billion |
| 50% of whole excellent shares value greater than $50 million | 50% of whole excellent shares value greater than $133.9 million |
These notification threshold changes additionally modify upward thresholds relevant to sure exemptions, corresponding to these involving the acquisition of international property or voting securities of international issuers.
Revised HSR Submitting Payment Thresholds
The chart beneath exhibits the brand new submitting price schedule, which applies to transactions filed on or after Feb. 16, 2026.
| NEW FILING FEE LEVELS | |
| Dimension of Transaction* | Payment** |
| Lower than $189.6 million | $35,000 |
| $189.6 million or larger, however lower than $586.9 million | $110,000 |
| $586.9 million or larger, however lower than $1.174 billion | $275,000 |
| $1.174 billion or larger, however lower than $2.347 billion | $440,000 |
| $2.347 billion or larger, however lower than $5.869 billion | $875,000 |
| $5.869 billion or larger | $2,460,000 |
* Adjusted yearly primarily based on GNP.
** Adjusted yearly when the CPI will increase by greater than 1% in comparison with the baseline CPI from Sept. 30, 2023.
Revised Part 8 Thresholds
The FTC additionally revealed revisions to the thresholds that set off a prohibition stopping corporations from having interlocking memberships on their company boards of administrators underneath Part 8 of the Clayton Act. These revised thresholds take impact on Jan. 16, 2026.
Part 8 prohibits a “particular person,” which may embody a company and its representatives, from serving as a director or officer of two “competing” firms, until one of many following exemptions applies:
- both company has capital, surplus, and undivided earnings of lower than $54,402,000 (elevated from $51,380,000);
- the aggressive gross sales of both company quantity to lower than $5,440,200 (elevated from $5,138,000);
- the aggressive gross sales of both company quantity to lower than 2% of that company’s whole gross sales; or
- the aggressive gross sales of every company quantity to lower than 4% of every company’s whole gross sales.
“Aggressive gross sales” means “the gross revenues for all services bought by one company in competitors with the opposite, decided on the idea of annual gross revenues for such services in that company’s final accomplished fiscal 12 months.” “Complete gross sales” means “the gross revenues for all services bought by one company over that company’s final accomplished fiscal 12 months.”
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