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The Federal Trade Commission (FTC) has announced the annual revisions to the Hart-Scott-Rodino Antitrust Improvements Act (HSR Act) thresholds and HSR filing fees, which will become effective on February 17, 2026. The revised thresholds will apply to any merger or acquisition closing on or after the effective date.
The FTC is required to adjust these thresholds annually based on changes in the gross national product and the Consumer Price Index. This year, the HSR “size of transaction” threshold has increased from $126.4 million to $133.9 million.
Under the HSR Act, when a deal satisfies the “size of person” and “size of transaction” thresholds, and no exemption from reporting is available, the deal must be reported to the FTC and the U.S. Department of Justice and the parties must wait for a designated period of time (typically 30 calendar days) before closing the transaction.
Size of Person. The revised size of person thresholds will generally be met if one party involved in the deal has assets or annual sales totaling $267.8 million or more and one other party involved in the deal has assets or annual sales of at least $26.8 million. Satisfaction of the size of person thresholds is not required, however, if the transaction is valued at more than $535.5 million.
Size of Transaction. The revised size of transaction threshold will be met if the buyer will hold an aggregate amount of stock, non-corporate interests and/or assets of the seller valued at more than $133.9 million as a result of the deal.
The notification thresholds applicable to purchases of voting securities will increase as follows:
| February 1, 2001 Thresholds (Original) | Current Thresholds as of February 21, 2025 | New Thresholds Effective February 17, 2026 |
| $50 million | $126.4 million | $133.9 million |
| $100 million | $252.9 million | $267.8 million |
| $500 million | $1.264 billion | $1.339 billion |
| 25% if worth more than $1 billion |
25% if worth more than $2.529 billion | 25% if worth more than $2.678 billion |
| 50% if worth more than $50 million |
50% if worth more than $126.4 million | 50% if worth more than $133.9 million |
The thresholds applicable to many exemptions, including those governing foreign acquisitions, also will increase. However, the $500 million threshold applicable to acquisitions of producing oil and gas reserves and associated assets will not change.
The civil penalty for failing to comply with the notification and waiting period requirements of the HSR Act is currently $53,088 per day for each day a party is in violation, however, this amount is likely to increase soon.
Additionally, the HSR filing fee thresholds and filing fee amounts have increased as follows:
| 2025 Filing Fee | 2025 Applicable Size of Transaction | 2026 Adjusted Filing Fee | 2026 Adjusted Applicable Size of Transaction |
| $30,000 | Less than $179.4 million | $35,000 | Less than $189.6 million |
| $105,000 | Not less than $179.4 million but less than $555.5 million | $110,000 | Not less than $189.6 million but less than $586.9 million |
| $265,000 | Not less than $555.5 million but less than $1.111 billion | $275,000 | Not less than $586.9 million but less than $1.174 billion |
| $425,000 | Not less than $1.111 billion but less than $2.222 billion | $440,000 | Not less than $1.174 billion but less than $2.347 billion |
| $850,000 | Not less than $2.222 billion but less than $5.555 billion | $875,000 | Not less than $2.347 billion but less than $5.869 billion |
| $2,390,000 | $5.555 billion or more | $2,460,000 | $5.869 billion or more |
The new fees also will become effective on February 17, 2026.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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