Corporate News: A Legal Update

Companies planning mergers, acquisitions, or other significant transactions in 2026 should be mindful of upcoming changes to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”), which will take effect on February 17, 2026.

These annual adjustments update the jurisdictional thresholds and filing fees that determine when transaction parties must submit premerger notifications to federal antitrust regulators.

The HSR Act was enacted to give the Federal Trade Commission (the “FTC”) and the Department of Justice (the “DOJ”) an opportunity to review certain larger transactions before they close, allowing regulators to assess whether a deal may substantially lessen competition or create a monopoly.

By requiring advance notice and a waiting period for covered transactions, the HSR Act is designed to prevent anticompetitive harm before it occurs, rather than attempting to unwind transactions after the fact.

Increases to the Thresholds for Reportable Transactions

There are three threshold tests for a transaction to satisfy in order to determine whether it must be reported under the HSR Act—the commerce test, the size-of-transaction test, and the size-of-person test.  All three tests must be met for an HSR premerger notification to be required.

To satisfy the commerce test, the HSR Act requires reporting of transactions that involve a party “engaged in commerce or in any activity involving commerce.”

The HSR Act requires the reporting of transactions that are valued above certain Dollar thresholds. Effective February 17, 2026, this minimum size-of-transaction threshold will increase from $126.4 million to $133.9 million. Transactions valued below this amount generally will not require an HSR filing, assuming no exemptions (discussed below) apply.

For transactions valued between $133.9 million and $535.5 million, once the size-of-transaction test is met, for a transaction to be reportable, the parties also need to satisfy the size-of-person test. The size-of-person threshold will also increase under the new update: One party to the transaction must have at least $267.8 million in total assets or annual net sales and the other party must have at least $26.8 million.

Previously, these thresholds previously were $252.9 million and $25.3 million, respectively. A transaction with a value that exceeds $535.5 million does not require the application of the size-of-person test, because its value satisfying the size-of-transaction test is sufficient to require reportability.

Notably, even transactions that exceed these thresholds may be exempt from filing. Common exemptions include acquisitions of goods or realty in the ordinary course of business, certain intraperson transactions, acquisitions of voting securities below specified percentage thresholds for passive investment purposes, and transactions involving foreign assets or issuers with limited U.S. sales. These exemptions are highly fact-specific, and require careful analysis early in the deal process.

Increases in Filing Fees

The HSR filing fee schedule will also increase across all tiers. The new filing fees as of February 17, 2026 will be:

Deal timing remains critical. Whether a transaction is reportable depends on the thresholds in effect at closing, while the applicable filing fee is determined based on the thresholds in effect at the time of filing.  For reportable transactions, parties must file HSR Act notifications and observe the applicable waiting period—generally 30 days (or 15 days for certain cash tender offers and bankruptcy transactions)—before closing.  

Early Antitrust Analysis Is Key

These updates reinforce the importance of conducting antitrust analysis early in the transaction process. While higher thresholds may eliminate filing obligations for some transactions, the HSR Act’s core purpose—advance regulatory review to protect competition—remains unchanged.

Failure to comply with the HSR Act can result in significant civil penalties (up to $53,088 per day for each day of violation), transaction delays, and reputational harm, all of which can outweigh any perceived efficiencies of not analyzing HSR compliance requirements or not filing a required HSR notification in order to move quickly on the transaction.

Adhering to HSR requirements not only mitigates legal and financial risk but also promotes transparency, predictability, and confidence in the merger review process—benefiting businesses, regulators, and the broader economy alike.