FTC Lifts 2026 HSR Merger Filing Threshold to $133.9 Million, Raises Fees to $2.46 Million

The Federal Trade Commission has published its annual revisions to the Hart-Scott-Rodino (HSR) Antitrust Improvements Act thresholds, lifting the dollar floor at which mergers and acquisitions must be reported to U.S. antitrust regulators for premerger review. Under the 2026 update, the initial size-of-transaction threshold rises from $126.4 million to $133.9 million, an increase of roughly 6%. The adjustment is required by law each year and is pegged to changes in U.S. gross national product. As a result, dealmakers will be able to close a modestly larger band of smaller transactions without triggering a mandatory HSR filing and the accompanying waiting period. The size-of-person tests were also raised. For transactions valued between $133.9 million and $535.5 million, one party must have annual net sales or total assets of at least $267.8 million (up from $252.9 million) and the other at least $26.8 million (up from $25.3 million). Any transaction valued above $535.5 million is reportable regardless of the parties' size. The tiered filing-fee schedule, effective for deals closing on or after February 17, 2026, ranges from $35,000 for transactions under $189.6 million up to $2.46 million for deals of $5.869 billion or greater. The intermediate tiers are $110,000 ($189.6 million–$586.9 million), $275,000 ($586.9 million–$1.174 billion), $440,000 ($1.174 billion–$2.347 billion) and $875,000 ($2.347 billion–$5.869 billion). Separately, the FTC updated the Section 8 Clayton Act interlocking-directorate thresholds, effective January 16, 2026. The exemption now applies when a competing corporation has capital, surplus and undivided profits below $54.4 million, or competitive sales below roughly $5.44 million. For markets, the changes are largely administrative but carry practical weight for corporate dealmaking. Higher thresholds mean some mid-market transactions can avoid the cost, disclosure burden and timing risk of the antitrust review process — a marginal tailwind for private equity sponsors and serial acquirers active in the lower-middle market. The increased top-end fees, meanwhile, remain a rounding error for the largest strategic transactions but reinforce the FTC's expanded, more demanding HSR review regime, which now requires substantially more documentation per filing. The annual recalibration is routine and was widely anticipated by the M&A bar. It does not signal a shift in enforcement posture, but it does set the cost-and-coverage parameters that will govern U.S. deal activity throughout 2026. Sources: [FTC press release](https://www.ftc.gov/news-events/news/press-releases/2026/01/ftc-announces-2026-update-jurisdictional-fee-thresholds-premerger-notification-filings), [Greenberg Traurig](https://www.gtlaw.com/en/insights/2026/01/2026-hsr-merger-notification-thresholds-and-fees-announced), [White & Case](https://www.whitecase.com/insight-alert/ftc-announces-annual-updates-us-hsr-thresholds-highest-filing-fees-now-246-million), [Akin](https://www.akingump.com/en/insights/alerts/ftc-updates-hsr-filing-fees-and-revises-thresholds-for-2026-minimum-size-for-reportable-transactions-increases-to-dollar1339-million).