Adjustments To The HSR Act Filing Thresholds, Fee Structure, And Interlocking Directorate Thresholds

The U.S. Federal Trade Commission (FTC) has announced annual adjustments to the jurisdictional thresholds for the HartScott-Rodino Antitrust Improvements Act of 1976 (HSR Act), which were published in the Federal Register today. The new thresholds apply to all transactions closing on or after February 17, 2026. The HSR Act requires the FTC to adjust the thresholds annually based on the change in the gross national product (GNP) in the prior fiscal year.

Under the adjustments, the size of transaction threshold will increase from $126.4 million to $133.9 million. Consequently, the HSR Act notification and waiting period requirements will apply to acquisitions resulting in holdings valued in excess of $133.9 million of voting securities or certain assets, and in the case of partnership or LLC interests also conferring the right to 50% or more of the profits or assets upon dissolution of the acquired entity.