The Hart-Scott-Rodino (HSR) Act thresholds, which determine whether mergers and acquisitions must be reported to the US Department of Justice (DOJ) and Federal Trade Commission (FTC), will increase by nearly 6% in February 2026. The key minimum “size-of-transaction” threshold will increase from $126.4 million to $133.9 million. These annual adjustments, announced by the FTC on January 14, 2026, reflect changes in the US gross national product (GNP) and will go into effect on February 17, 2026.
Under the HSR Act, parties to proposed mergers and acquisitions, including acquisitions of voting securities and assets, must notify the DOJ and FTC and observe a statutory waiting period before closing if the transaction meets specified “size-of-person” and “size-of-transaction” thresholds, unless an exemption to the HSR Act applies. The standard waiting period is 30 days, but it may be terminated early upon request for transactions that raise no substantive antitrust concerns.
