In brief
The Federal Trade Commission (FTC) has just announced its annual adjustment to the notification thresholds that determine whether proposed transactions may trigger a filing obligation under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976, as amended.1 The corresponding adjustments to the HSR filing fee schedule and the revised jurisdictional thresholds for Section 8 of the Clayton Act were also announced. The adjusted notification thresholds and filing-fee schedule will apply to transactions that close on or after the effective date, which will be 30 days after publication in the Federal Register.
Key takeaways
- Compliance with the HSR Act is critical. The maximum civil penalty available for HSR Act violations stands at $53,088 per day.2
- Under the new HSR thresholds, a transaction may be reportable if the buyer will hold voting securities, assets, or non-corporate interests valued over $133.9 million as a result of the acquisition.
- FTC also announced the adjusted jurisdictional thresholds for the prohibition of interlocking directorates. Under Section 8 of the Clayton Act, which generally prohibits individuals from simultaneously serving as an officer or director for competing entities, the revised thresholds are $54,402,000 for Section 8(a)(i) and $5,440,200 for Section 8(a)(2)(A).
In more detail
Under the 2026 HSR adjustments, the lowest "size of transaction" notification threshold for any acquisitions of voting securities, assets, or non-corporate interests will increase from $126.4 million to $133.9 million. For transactions valued above $133.9 million but below $535.5 million, an HSR filing may be triggered only if the "size of person" threshold is satisfied. Transactions valued above $535.5 million may trigger an HSR filing obligation irrespective of the size of the parties involved.3
The HSR Act "size of person" threshold, when applicable, generally will be satisfied if one party to the transaction has worldwide annual net sales or total assets of $267.8 million or more and the other party has $26.8 million or more in worldwide annual net sales or total assets.4 In each case, the operative "party" is the ultimate parent entity of the party to the potentially notifiable transaction.
* Applies to each party's annual net sales or total assets
The updated 2026 HSR filing fee schedule increases the threshold for each value range and increases the applicable filing fee for each range:
The FTC also announced the adjusted 2026 thresholds for Section 8 of Clayton Act, which prohibits interlocking directorates.5 A prohibited interlocking directorate may occur when one individual simultaneously serves as a director or officer of two competing corporations. For the prohibition to apply, both competitor corporations must have “capital, surplus, and undivided profits aggregating more than $10,000,000 [adjusted annually]”6 and each corporation must have “competitive sales” of at least $1,000,000 [adjusted annually].7 For 2026, The $10 million threshold is adjusted to $54,402,000 and the $1 million threshold is adjusted to $5,440,200.
2 Civil penalty amount for 2025, the adjusted civil penalty amount for 2026 is forthcoming, no announcement as of publication date of this alert.
3 Revised Jurisdictional Thresholds for Section 7A of the Clayton Act
4 Id.
6 Revised Jurisdiction Thresholds for Section 8 of the Clayton Act
7 Id.