FTC Raises HSR Act and Interlocking Directorate Thresholds; Revises Filing Fees
The U.S. Federal Trade Commission (FTC) recently announced its annual revision of the filing thresholds under the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act), increasing the minimum reportable transaction from $126.4 million to $133.9 million. The FTC also announced revisions to thresholds relating to prohibitions on interlocking directorates under Section 8 of the Clayton Act.
HSR Act Reporting Threshold
Under the HSR Act, parties may be required to file notification for various acquisitions of voting securities, assets, and noncorporate interests with the FTC and U.S. Department of Justice (DOJ) and observe a waiting period before closing. The thresholds for filing are revised annually to adjust for inflation. The size of transaction and size of person thresholds were also increased.
| Size of the Transaction Thresholds | Size of the Person Thresholds and Reporting Obligation |
| More than $133.9 million, but not in excess of $535.5 million |
Filing may be required if one party’s sales or assets exceed $267.8 million and the other party’s sales or assets exceed $26.8 million. |
| More than $535.5 million |
Filing may be required irrespective of the parties’ size. |
Filing Fees
The FTC also announced revised filing fee amounts:
| Size of the Transaction | Filing Fee |
| Greater than $133.9 million, but less than $189.6 million |
$35,000 |
| At least $189.6 million, but less than $586.9 million |
$110,000 |
| At least $586.9 million, but less than $1.174 billion |
$275,000 |
| At least $1.174 billion, but less than $2.347 billion |
$440,000 |
| At least $2.347 billion, but less than $5.869 billion |
$875,000 |
| $5 billion or more | $2,460,000 |
Clayton Act Section 8 Thresholds
New thresholds for the Clayton Act’s prohibition on interlocking directorates were also announced. Section 8 of the Clayton Act makes it illegal, subject to certain exceptions, for a person to serve as a director or officer of two competing companies when the companies’ profits or competitive sales exceed threshold limits.
Under the new thresholds, it is illegal for an individual to serve in these capacities for competing corporations if each company has capital, surplus, and undivided profits aggregating more than $54,402,000 (§ 8(a)(1)), unless one of the companies’ competitive sales against the other are less than $5,440,200 (§ 8(a)(2)(A)) or other de minimis exemptions apply (§ 8(a)(2)(B) and (C)).
Effective Date
The revised HSR Act thresholds and adjusted filing fees will become effective on February 17, 2026. The revisions regarding interlocking directorates became effective immediately.
Increase in Civil Penalty Amount for Violations of the HSR Act
The FTC will shortly announce its annual increase to the maximum civil penalty amount for violations of the HSR Act. The current civil penalty amount for violations of the HSR Act is $53,088 per day. The Federal Civil Penalties Inflation Adjustment Act Improvements Act of 2015 mandates that the FTC adjust its maximum civil penalties in accordance with a cost-of-living adjustment. The new civil penalty amount usually takes effect on the same day that it is published in the Federal Register. The new penalty amount will apply to civil penalties assessed after the effective date, including civil penalties for which the associated violation predated the effective date.
© Arnold & Porter Kaye Scholer LLP 2026 All Rights Reserved. This Advisory is intended to be a general summary of the law and does not constitute legal advice. You should consult with counsel to determine applicable legal requirements in a specific fact situation.
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