---
title: FTC Revises Hart-Scott-Rodino Thresholds for 2026
date: 2026-01-16T10:40:00-05:00
author: Catherine Dailey
canonical_url: "https://www.kelleydrye.com/viewpoints/client-advisories/ftc-revises-hart-scott-rodino-thresholds-for-2026"
section: Client Advisories
---
# FTC Revises Hart-Scott-Rodino Thresholds for 2026

  January 15, 2026

 

 

 

 

 

 

On **January 14, 2026**, the Federal Trade Commission [announced](https://www.ftc.gov/news-events/news/press-releases/2023/01/ftc-announces-2023-update-size-transaction-thresholds-premerger-notification-filings-interlocking) revised notification thresholds pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The HSR Act requires parties to file notification with the FTC and the United States Department of Justice prior to consummating a merger or acquisition that meets the HSR Act’s jurisdictional tests.

The FTC is required to revise the HSR thresholds annually based on changes in the gross national product. The following will go into effect 30 days after the date of their publication in the Federal Register.

**Original Threshold**

**2025 Threshold**

**2026 Threshold**

$10 million

$25.3 million

$26.8 million

$50 million

$126.4 million

$133.9 million

$100 million

$252.9 million

$267.8 million

$110 million

$278.2 million

$294.5 million

$200 million

$505.8 million

$535.5 million

$500 million

$1.264 billion

$1.339 billion

$1 billion

$2.529 billion

$2.678 billion

Unless exempt, transactions valued greater than **$535.9 million** meet the size-of-transaction test and are reportable irrespective of the size of the parties. Transactions valued greater than **$133.9 million** and less than or equal to **$535.5 million** may trigger a reporting duty if the parties meet the size-of-person test. Under the size-of-person test, one person must have total assets or annual net revenues equal or greater than **$26.8 million** and the other total assets or annual net revenues equal or greater than **$267.8 million**.

The Commission also updated the new filing fees.

**Filing Fee**

**Size of Transaction**

$35,000

less than $189.6 million

$110,000

not less than $189.6 million but less than $586.9 million

$275,000

not less than $586.9 million but less than $1.174 billion

$440,000

not less than $1.174 billion but less than $2.347 billion

$875,000

not less than $2.347 billion but less than $5.869 billion

$2.46 million

$5.869 billion or more

Our client alerts are for general information purposes only and should not be regarded as legal advice. If you would like additional information, please contact [David H. Evans](https://www.kelleydrye.com/people/david-h-evans), [Matthew Kennison](https://www.kelleydrye.com/people/matthew-kennison), or [William MacLeod](https://www.kelleydrye.com/people/william-c-macleod).

 

 

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