14 January 2026
FTC announces 2026 HSR thresholds
The Federal Trade Commission (FTC) has announced its annual revision to the jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act).
Under the new thresholds, no transaction will be reportable unless, as a result of it, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued at more than $133.9 million.
When the Size-of-Persons test applies
If, as a result of the transaction, the acquiring person will hold voting securities, assets, or noncorporate interests of the acquired person valued above $133.9 million but below $535.5 million, then the Size-of-Persons test will also need to be met for the transaction to be reportable.
Generally, the Size-of-Persons test will be met if one person (either acquiring or acquired) has annual net sales or total assets equal to or exceeding $26.8 million, and the other person has annual net sales or total assets equal to or exceeding $267.8 million.
The application of the HSR Act is highly fact-specific, and parties are encouraged to confirm filing requirements based on the facts of the specific deal at issue.
The filing fee tiers will also be amended as follows:
| Size of transaction | 2026 adjusted filing fee |
| Less than $189.6 million | $35,000 |
| Not less than $189.6 million but less than $586.9 million | $110,000 |
| Not less than $586.9 million but less than $1.174 billion | $275,000 |
| Not less than $1.174 billion but less than $2.374 billion | $440,000 |
| Not less than $2.374 billion but less than $5.869 billion | $875,000 |
| $5.869 billion or more | $2,460,000 |
Effective date
The new thresholds will go into effect on the date that is 30 days after publication in the Federal Register, which is expected in the next few days.
Learn more
With decades of experience, DLA Piper’s Antitrust and Competition group helps businesses achieve their goals without jeopardizing compliance with federal, state, and international antitrust and competition laws.
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