New 2026 HSR Thresholds to Take Effect Mid-February

Last week, the FTC announced new thresholds for determining the reportability of M&A transactions under the Hart-Scott-Rodino (HSR) Act. The new thresholds will apply to all transactions that close on or after February 17, 2026.

An Upward Revision to the Key Size-of-Transaction Threshold

The HSR Act requires parties to M&A transactions that meet certain size thresholds to provide advance notice to the FTC and DOJ. Parties must then wait 30 days (in most cases) before the transaction is permitted to close. These HSR size thresholds are revised annually to account for the rate of inflation.

Size-of-Transaction Threshold – This key threshold will increase from $126.4 million to $133.9 million for 2026. This threshold often is the first step in determining whether a transaction must be reported under the HSR Act.

Size-of-Person Threshold – The HSR size-of-person threshold will increase such that a filing may be required when one party has annual net sales/total assets of at least $267.8 million and the other has annual net sales/total assets of at least $26.8 million (up from $252.9 million and $25.3 million, respectively).

In general, transactions must meet both the size-of-transaction and size-of-person thresholds to be reportable. However, transactions valued at more than $535.5 million (an increase from $505.8 million) are reportable regardless of whether the parties meet the size-of-person thresholds.

Revised 2026 Filing Fees

Filing fees, based on the size of the transaction, also have increased for 2026:

Expected Revised Penalties for Violation of the HSR Act

In connection with announcing changes in HSR filing thresholds, the FTC is expected to announce its annual increase in the maximum civil penalty for violations of the HSR Act.

Currently, the penalty is $53,088 per day. The new penalty amount typically becomes effective the same day that it is published in the Federal Register.

The anticipated increase in HSR penalties is significant because the Trump Administration has continued to prioritize enforcement of the HSR Act and has imposed significant penalties for HSR violations, including a $1.1 million penalty in last year’s UnitedHealth/Amedisys transaction.  These penalties are only likely to increase in February.

Takeaways

• The key HSR threshold will increase from $126.4 million to $133.9 million in 2026, potentially exempting some transactions that would have been reportable in 2025.
• Violations of the HSR Act can result in significant per-day penalties which are only likely to increase in February. Because the HSR Act provides for penalties for each day of non-compliance, non-compliance can result in penalties in the millions of dollars.
• The Trump Administration continues to prioritize enforcement of the HSR Act, as demonstrated in last year’s UnitedHealth/Amedisys enforcement action.
• Meticulous compliance with the HSR Act remains critical. Because the rules for determining reportability under the HSR Act are complex and subject to numerous exemptions, parties should continue to consult with antitrust counsel for definitive guidance on whether a particular transaction is reportable.