FTC Announces Revised HSR Filing Fees, Thresholds, Penalties, and Interlocking Directorate Thresholds for 2026 | Insights

Authors:

Deidre J. Johnson , Joseph Rafferty , Derek A. Yee , Nathaniel T. Valeri , Charles Hruska , Ryan F. McCaffrey , Jungje (Jay) Choi , Ryan Haynes , Keithan Hedrick , Abigail Rooney West

The Federal Trade Commission (“FTC”) announced the new filing fees, along with the annual adjustment to jurisdictional thresholds under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (“HSR”), as amended. The filing fee thresholds will apply to transactions filing on or after February 17, 2026, and the new jurisdictional thresholds will take effect for transactions closing on or after February 17, 2026.

Increased HSR Filing Fees

Pursuant to the Merger Filing Fee Modernization Act of 2022 (“MFFMA”), the fee for the largest transactions increases to $2.460 million, from the current cap of $2.390 million. The fees are adjusted annually based on the Consumer Price Index.

The new fee schedule is as follows:

Value of Transaction	Filing Fee
not less than $133.9 million but less than $189.6 million	$35,000
not less than $189.6 million but less than $586.9 million	$110,000
not less than $586.9 million but less than $1.174 billion	$275,000
not less than $1.174 billion but less than $2.347 billion	$440,000
not less than $2.347 billion but less than $5.869 billion	$875,000
$5.869 billion or more	$2,460,000

Revised Jurisdictional Thresholds Announced for HSR Act

The FTC also announced revised jurisdictional thresholds to the HSR Act for 2026. These thresholds are adjusted annually based on gross national product.

Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $126.4 million to $133.9 million.
Size-of-Person Test: The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will increase from $25.3 million to $26.8 million and from $252.9 million to $267.8 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $505.8 million to $535.5 million.

The FTC has not yet announced the annual adjustment to the civil penalty for failure to comply with the HSR Act. We will update this section when the new penalty amount is published.

Furthermore, the Federal Trade Commission has announced revised jurisdictional thresholds for interlocking directorates required under Section 8 of the Clayton Act (15 U.S.C. § 19(a)(5)). For 2026, thresholds under Section 8 of the Act that trigger prohibitions on certain interlocking memberships on corporate boards of directors are $54,402,000 for the Section 8(a)(l) capital, surplus, and undivided profits threshold and $5,440,200 for the Section 8(a)(2)(A) competitive sales threshold. These thresholds are effective as of January 16, 2026.

For additional information regarding HSR jurisdictional thresholds and reporting requirements, please feel free to contact any member of Ropes & Gray’s antitrust practice group.