Understanding the Hart-Scott-Rodino (HSR) Act 2026 Thresholds
The Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976 (codified at 15 U.S.C. § 18a) mandates that parties to certain mergers, acquisitions of voting securities or assets, and corporate formations notify both the Federal Trade Commission (FTC) and the Department of Justice (DOJ) Antitrust Division before completing their transaction. Once a filing is submitted, parties must wait a statutory period (typically 30 calendar days) while the antitrust agencies review the deal for potential anticompetitive effects.
Major Changes Effective February 17, 2026
Under federal law, the FTC is required to adjust the HSR jurisdictional thresholds and the sliding filing fee scales annually based on changes in the Gross National Product (GNP) and the Consumer Price Index (CPI). On January 14, 2026, the FTC announced the revised figures for 2026, which took effect for all transactions closing on or after February 17, 2026.
The minimum transaction value requiring notification has risen from $126.4 million to $133.9 million. Transactions valued below this amount do not require an HSR filing under any circumstances.
The Three Jurisdictional Tests Explained
To determine whether an HSR filing is required, a transaction must pass three primary statutory tests:
- The Commerce Test: This test is met if either the acquiring or the acquired person is engaged in United States interstate commerce or in any activity affecting commerce. In practice, this is almost always met by commercial corporate entities.
- The Size of Transaction Test: This test evaluates the total value of voting securities, non-corporate interests, and assets being held by the acquiring person as a result of the transaction. For 2026, the minimum size of transaction is $133.9 million.
- The Size of Person Test: If the transaction is valued at $535.5 million or more, the Size of Person test is bypassed completely. For transactions valued between $133.9 million and $535.5 million, the test is satisfied only if:
- One person (the Ultimate Parent Entity of either the buyer or seller) has annual net sales or total assets of $267.8 million or more; and
- The other person (the Ultimate Parent Entity on the opposite side) has annual net sales or total assets of $26.8 million or more.
The 2026 HSR Filing Fee Scale
HSR filing fees are adjusted annually to reflect changes in the Consumer Price Index (CPI). Under the 2026 schedule, fees range from $31,500 for small acquisitions to $2,475,000 for mega-mergers:
| Transaction Value Range (USD) | 2026 Filing Fee (USD) |
|---|---|
| $133.9 Million to less than $185.4 Million | $31,500 |
| $185.4 Million to less than $535.5 Million | $110,000 |
| $535.5 Million to less than $1.071 Billion | $275,000 |
| $1.071 Billion to less than $2.142 Billion | $440,000 |
| $2.142 Billion to less than $5.355 Billion | $880,000 |
| $5.355 Billion or more | $2,475,000 |
Common Statutory Exemptions
The HSR Act incorporates numerous statutory exemptions that excuse filing requirements even if size tests are exceeded. Standard exemptions include:
- Ordinary Course of Business: Exempts acquisitions of goods or real estate in the ordinary course of business, provided they do not involve the transfer of an entire business entity or manufacturing plant.
- Passive Investment: Exempts the acquisition of voting securities of 10% or less if the investment is made solely for passive purposes with no intent to seek a board seat or influence corporate operations.
- Intra-Person Transfers: Exempts transactions where the acquiring and acquired persons are already under common control, such as a parent entity acquiring remaining minority interests in a 50%+ subsidiary.
- Foreign Assets and Issuers: Acquisitions of foreign assets or securities of foreign issuers are exempt if they lack a substantial commercial nexus to the United States (determined by annual sales into or assets in the US under FTC rules 802.50/802.51).
Non-Compliance Daily Penalty Risks
Failure to submit a required HSR notification or closing a transaction before the expiration or termination of the 30-day waiting period is a serious violation. Under federal regulations, the FTC can impose severe daily civil penalties (exceeding $50,000 per day) for each day of non-compliance. In addition, the agencies can sue to block the transaction, force divestitures, or undo the deal entirely.
Disclaimer:This HSR calculator is provided as an educational, interactive compliance planning aid for corporate professionals. HSR applicability rules are highly intricate, involving specific definitions of "person," "acquired entity," and detailed valuation regulations. This tool does not constitute legal or regulatory advice. Corporate teams should consult with qualified antitrust counsel for definitive legal evaluations.