U.S. Federal Trade Commission Announces Annual Adjustments to the HSR Thresholds and Interlocking Directorate Thresholds
January 20, 2026
On January 14, 2026, the U.S. Federal Trade Commission (the "FTC") announced its annual revisions to the jurisdictional thresholds of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The FTC also published annual adjustments to the HSR Act's filing fees and filing fee thresholds. Unless an exemption applies, parties to a merger or acquisition of voting securities, non-corporate interests, or assets that meet these thresholds are required to submit preclosing notifications ("HSR filings") to the U.S. antitrust authorities and observe a mandatory waiting period.
The new jurisdictional thresholds and filing fee schedules will take effect 30 days after publication in the Federal Register on January 16, 2026. As a result:
- The new filing fee thresholds will apply to filings made on or after February 17, 2026; and
- The new jurisdictional thresholds will apply to transactions closing on or after February 17, 2026.
