FTC Announces Increased Reporting Thresholds For 2026 Under The Hart-Scott-Rodino Antitrust Improvements Act

On January 14, 2026, the Federal Trade Commission (FTC) announced increases to the jurisdictional thresholds for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act). The FTC adjusts the thresholds annually, consistent with changes to gross national product. The announced changes will become effective for filings made or transactions closing 30 days after publication of the revised thresholds in the Federal Register.

Pursuant to the revised thresholds, transactions valued in excess of $133.9 million (up from $126.4 million) are reportable under the HSR Act, absent exemption, if the "size-of-persons" test is met. In most transactions, the size-of-persons test is met if one "person" in a transaction has total assets or annual sales of $267.8 million or more (up from $252.9 million) and another "person" in the transaction has total assets or annual sales of $26.8 million or more (up from $25.3 million). A "person" includes