January 16, 2026, the Federal Trade Commission (FTC) published in the Federal Register its annual update to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) notification thresholds and filing fees, which will apply to transactions that close on or after February 17, 2026. It also announced updated thresholds related to interlocking directorates.

1. 2026 HSR Filing Thresholds

The HSR Act requires that parties to transactions of a certain monetary size notify the FTC and Department of Justice (DOJ) of the deal and then wait a specified period before closing (usually 30 days) so that the agencies can evaluate whether the transaction may substantially lessen competition. The FTC is tasked with administering pre-merger notification requirements under the HSR Act and is required by law to revise the monetary thresholds annually, based on the change in gross national product. These new thresholds will apply to transactions that close on or after February 17, 2026.

Transactions resulting in aggregate holdings of voting securities, non-corporate interests, or assets exceeding the size-of-transaction and size-of-person thresholds set forth below may be reportable to the U.S. antitrust authorities, unless otherwise exempt.

Transactions valued at more than $133.9 million but less than $535.5 million must meet the “size of person” test to be reportable. Transactions valued at more than $535.5 million will be reportable regardless of the size of person.

Noncompliance and Civil Penalties. Noncompliance with the HSR Act can result in significant penalties. Any person, including any officer, director or principal thereof, who fails to comply with any provision of the HSR Act may be subject to a daily civil penalty. The FTC has not yet announced updated civil penalties for 2026, which are currently set at a maximum of $53,088 per day.

2. 2026 HSR Filing Fees

The HSR filing fee thresholds and their corresponding filing fees are also adjusted annually. The thresholds are adjusted based on the change in gross national product, while the fees are updated based on an annual change in the consumer price index. The new filing fees will also take effect on February 17, 2026.

3. Interlocking Directorates (Clayton Act Section 8)

Separately, the FTC announced its annual update to the jurisdictional thresholds governing interlocking directorates under Section 8 of the Clayton Act. An interlocking directorate occurs when the same individual serves as a director or officer of two competing corporations. Section 8 of the Clayton Act prohibits interlocking directorates above a certain monetary threshold, but also allows for certain de minimis exemptions and safe harbors. One such exemption occurs where either corporation’s gross revenue for all products and services sold in competition between the two organizations (“competitive sales”) falls below a designated monetary threshold.

For 2026, Section 8 generally applies where each corporation has capital, surplus, and undivided profits aggregating more than $54,402,000. In addition, the FTC has increased the competitive sales exemption threshold to $5,440,200. These revised thresholds are effective immediately and reflect the FTC’s continued focus on identifying and challenging potentially unlawful board overlaps among competing companies.  

For more information on the HSR Act or to learn how Godfrey & Kahn can help, contact a member of our Antitrust practice.