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ARTICLE · 28 JANUARY 2026

2026 FTC Updates To HSR And Clayton Act Threshold

Dickinson Wright PLLC
Dickinson Wright PLLC
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On January 16, 2026, the Federal Trade Commission ("FTC") published to the Federal Register the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") merger-reporting thresholds for 2026.

United StatesAntitrust/Competition Law
L. Pahl Zinn
L. Pahl Zinn
Patrick J. Masterson
Patrick J. Masterson
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On January 16, 2026, the Federal Trade Commission ("FTC") published to the Federal Register the Hart-Scott-Rodino Antitrust Improvements Act of 1976 ("HSR Act") merger-reporting thresholds for 2026. Each year, the FTC is required to adjust the thresholds under the HSR Act to correspond with changes in gross national product. The thresholds for 2026 will increase by approximately 5.9%. The adjustments will take effect on February 17, 2026. In addition, the FTC announced adjustments to jurisdictional thresholds for interlocking directorates and officers under Section 8 of the Clayton Act.

Adjustments to Merger-Reporting Thresholds

The HSR Act requires all persons or entities contemplating certain transactions that meet or exceed merger-reporting thresholds to file notifications of that transaction with the FTC and Department of Justice ("DOJ"). The first threshold concerns the Size-of-Transaction test, which is satisfied if the value of holdings an acquirer will

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