As required by the HSR Act, on January 14, 2026, the U.S.
Federal Trade Commission ("FTC") released its annual
adjustments to the reporting thresholds and filing fees. The key
number to remember is now $133.9 million. Note,
this is an increase from the $126.4 million threshold in 2025.
Generally, transactions valued in excess of $133.9 million must be
reported and cleared by federal antitrust authorities before the
transaction may close. The new thresholds are effective on
February 17, 2026. The revised thresholds will
apply to all transactions that close on or after the effective
date.
Each year, the FTC adjusts the reporting thresholds under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the HSR Act)
based on changes in the gross national product. On January 14,
2026, the FTC announced the revised thresholds. Below are the
current and new thresholds: