The Federal Trade Commission has announced its annual revisions to the Hart-Scott-Rodino Act premerger notification thresholds for 2026, delivering meaningful changes that dealmakers and their advisors will need to account for in transactions closing this year. Effective February 17, 2026, the minimum size-of-transaction threshold rises from $126.4 million to $133.9 million, an approximately 6% increase over the 2025 figure. Parties currently negotiating or preparing to sign transactions in the coming weeks should evaluate whether their deal will close before or after the effective date, as this timing may determine which threshold governs the filing analysis.
The updated thresholds carry practical consequences across the merger review landscape. Transactions previously understood to require HSR notification may now fall below the reporting trigger, while others near the new limit will demand fresh scrutiny under the revised size-of-transaction and size-of-person tests. Because filing fee tiers are also adjusted in connection with these annual revisions, transaction parties should reassess both whether a filing is required and how much they should budget for the associated fee. Early coordination between corporate deal teams and antitrust counsel is essential to avoid inadvertent noncompliance or last-minute changes to closing timelines.
The FTC also raised the Section 8 Clayton Act interlocking directorate threshold to $54,402,000. This adjustment directly affects how companies analyze overlapping director and officer positions where the same individual serves competing corporations. Boards, general counsel, and nominating committees should promptly refresh their Section 8 compliance reviews, particularly where recent appointments, acquisitions, or divestitures may have altered the competitive relationships between companies sharing directors or officers.
For active dealmakers, private equity sponsors, and corporate boards, the takeaway is straightforward. Pending transactions should be re-mapped against the new thresholds, and internal HSR checklists, deal models, and compliance playbooks should be updated to reflect both the revised size-of-transaction limit and the new Section 8 figure. Well-timed reassessments can prevent unnecessary filings, avoid missed notifications, and support a smoother path to closing under the 2026 framework.
This article is provided for general informational purposes only and does not constitute legal advice. Clients considering transactions affected by the revised HSR thresholds should consult qualified antitrust counsel for guidance tailored to their specific circumstances.