FTC Raises 2026 HSR Merger Thresholds and Filing Fees, Updates Section 8 Limits

Overview

• The minimum size-of-transaction threshold rises to $133.9 million, with size-of-person thresholds set at $26.8 million and $267.8 million, and all deals above $535.5 million reportable regardless of party size.
• The updates take effect 30 days after Federal Register publication; with publication scheduled for Jan. 16, the new figures would apply to deals closing on or after Feb. 16, 2026.
• Revised HSR filing fees include six tiers, topping out at $2.460 million for transactions valued at $5.869 billion or more.
• Section 8 interlocking directorate thresholds increase to $54,402,000 for capital and surplus and $5,440,200 for competitive sales, becoming effective upon Federal Register publication.
• Annual adjustments are mandated by statute, with HSR thresholds tied to U.S. gross national product and filing-fee amounts indexed to the Consumer Price Index, reinforcing the need to reassess transactions near the new cutoffs.