Full-Service Law Firm solving complex challenges through bold thinking, precise execution, and shared purpose.

Full Service Law Firm | Michael Best & Friedrich LLP

Specializing in the Intersection of Business &amp; Government

Meet our team of trusted advisors, strategic thinkers, and community builders dedicated to client success.

Learn about our full-service legal and business solutions, designed to address complex challenges for leading organizations across industries.

Access thought leadership, news, and resources to stay informed about the latest trends, legal developments, and industry innovations.

Discover how partnership, bold thinking, and precise execution drive results for clients nationwide.

Explore how our national reach and local expertise support clients across the United States and beyond.

Grow at a firm designed to bring out your best.

On January 14, 2026, the Federal Trade Commission (FTC) <a href="https://www.ftc.gov/news-events/news/press-releases/2026/01/ftc-announces-2026-update-jurisdictional-fee-thresholds-premerger-notification-filings" target="_blank" rel="noreferrer noopener">announced</a> annual revisions to the jurisdictional thresholds that determine which transactions must be reported pursuant to the Hart-Scott-Rodino (HSR) Act. As expected, all thresholds increased. This means that larger transaction values and party size will be required to trigger HSR filings after the new thresholds take effect.

core/paragraph

These new thresholds take effect 30 days after publication in the Federal Register—i.e. likely in mid- to late February 2026.

Transactions Valued in Excess of $133.9 Million Will Be Potentially Reportable

core/heading

When the new thresholds take effect, transactions that result in an acquirer holding assets, voting securities, or noncorporate interests (LLC interests, etc.) valued in excess of $133.9 million will meet the “size of transaction” test and may be required to be reported to the FTC and DOJ’s Antitrust Division under the HSR Act. This is an increase over the current “size of transaction” threshold of $126.4 million.

The “Size of Persons” Thresholds Also Increased

If a transaction meets the “size of transaction” test above, then parties must also consider additional questions to determine if a filing is required.

For some transactions, the parties must consider whether the “size of persons” test is met.  The “size of persons” test requires that:

At least one party to the transaction have annual net sales or total assets of $267.8 million or more; and

core/list-item

At least one other party to the transaction has annual net sales or total assets of $26.8 million or more.

core/list

Whether the “size of persons” test applies depends on the size of the transaction at issue.  Parties must also consider, for all transactions, whether exemptions apply that would obviate the HSR filing requirement.  A high-level summary of the analysis follows:

Table outlining HSR filing requirements by transaction size, showing when additional inquiries apply and whether an HSR filing is required.

medium

thumbnail

core/image

We also note that the above analysis only applies to US merger control filings under the HSR Act.  Parties may also need to consider whether a transaction triggers merger control filings in other jurisdictions, including foreign countries and some US states.

Filing Fees Also Increased

The FTC also announced the following revised HSR filing fees that will apply when the revised thresholds take effect:

Table showing 2026 adjusted merger transaction size thresholds and corresponding FTC filing fees, ranging from $35,000 to $2.46 million.

The analysis to determine whether any potential transaction triggers an HSR filing is highly fact-specific.  Our Antitrust &amp; Competition practice at Michael Best &amp; Friedrich is led by a former government antitrust enforcer who is experienced in advising clients on HSR reportability issues.  Our team would be pleased to review the facts and circumstances to determine merger control reporting requirements for any specific deal.

Business professionals walking near the glass entrance of a modern office building with cityscape reflections.

FTC Announces Increased Merger Filing Thresholds

Related People

Related Capabilities

You may also be interested in these

Does Your Church Need a Bag Policy? What Size, What Standard, and Why It Matters Now?

Emergency Declaration Targets Foreign-Produced Bulk Power Grid Equipment: Executive Order 14420

OFCCP Finalizes Major Changes to Federal Contractor Affirmative Action Regulations