The FTC Announces Increased HSR Thresholds for 2026

The “size of transaction” threshold is determined based on the value of voting securities, non-corporate interests and/or assets held as a result of the transaction. Under the new 2026 thresholds, there will be no HSR Act notification requirements for transactions valued at less than $133.9 million.

For deals with an acquisition price of $133.9 million or more but less than $535.5 million, the parties will need to consider the “size of person” test. Under the “size of person” test for a deal in this range, there must be a larger party and a smaller party for the test to be satisfied. As adjusted for 2026, the larger party must have total assets or annual net sales of $267.8 million or more, and the smaller party must have (i) total assets or annual net sales of $26.8 million or more (if it is a manufacturer) or, alternatively, (ii) total assets of $26.8 million or annual net sales of $267.8 million (if it is not engaged in manufacturing).

[1] Total assets are measured as of the last regularly prepared balance sheet of the applicable party.

[2] Annual net sales are as stated on the last regularly prepared annual statement of income and expense of the applicable party.

If the ultimate parent entities of one or both parties to the transaction in this size range ($133.9 million but less than $535.5 million) do not satisfy the applicable “size of person” thresholds, then no HSR Act notification is required. Conversely, transactions valued at more than $535.5 million will be reportable in 2026 regardless of the size of the parties, unless an HSR Act exemption applies. As always, the value of a transaction is subject to certain exceptions and calculation adjustments that can affect either the obligation to make a notification filing or the amount of the filing fee required with the filing.

HSR filing fees are also adjusted on an annual basis (based on changes in the Consumer Price Index). The 2026 filing fees, which have increased and will take effect at the same time as the 2026 thresholds, are as follows:

The maximum civil penalties for violating the HSR Act are similarly indexed, but the 2026 adjustments have not yet been announced. The  current maximum civil penalty for HSR Act violations is $53,088 per day.

Interlocking Directorates

The Federal Trade Commission also announced the revised thresholds for interlocking directorates. Section 8 of the Clayton Act generally prohibits a person from serving as a director or officer of two competing corporations if their overall size and competitive sales meet certain thresholds that are also indexed with the gross national product.

Effective upon publication in the Federal Register, Section 8’s prohibition on interlocking directorates will apply, with certain exceptions, where each corporation has capital, surplus and undivided profits aggregating more than $54,402,000, and the competitive sales of both corporations are at least $5,440,200. Competitive sales are defined as the gross revenues for all products and services sold by one corporation in competition with the other. Section 8 does not apply if the competitive sales of either corporation are less than 2% of its total sales, or if the competitive sales of each corporation are less than 4% of that corporation’s total sales.

If you have any questions regarding the matters covered in this alert, please contact Esther Pyon, Allen Grunes, Gino Maurelli, Matthew Nyberg or your regular Brownstein Hyatt Farber Schreck contact.

THIS DOCUMENT IS INTENDED TO PROVIDE YOU WITH GENERAL INFORMATION REGARDING THE FTC’S ADJUSTED THRESHOLDS FOR 2026. THE CONTENTS OF THIS DOCUMENT ARE NOT INTENDED TO PROVIDE SPECIFIC LEGAL ADVICE. IF YOU HAVE ANY QUESTIONS ABOUT THE CONTENTS OF THIS DOCUMENT OR IF YOU NEED LEGAL ADVICE AS TO AN ISSUE, PLEASE CONTACT THE ATTORNEYS LISTED OR YOUR REGULAR BROWNSTEIN HYATT FARBER SCHRECK, LLP ATTORNEY. THIS COMMUNICATION MAY BE CONSIDERED ADVERTISING IN SOME JURISDICTIONS.