The Hart-Scott-Rodino Antitrust Enhancements Act of 1976 (“HSR Act”), as amended, requires all individuals considering sure mergers or acquisitions that meet or exceed the jurisdictional thresholds (proven beneath) to file a premerger notification (an “HSR Submitting”) with the Federal Commerce Fee (“FTC”) Premerger Notification Workplace and the Division of Justice (“DOJ”) Antitrust Division and to attend a time frame earlier than consummating the transaction.
Every fiscal 12 months, the jurisdictional submitting thresholds are adjusted to replicate the proportion change within the gross nationwide product. The FTC printed the brand new jurisdictional submitting thresholds on January 14, 2026. These modifications will turn out to be efficient 30 days after their publication within the Federal Register, on February 17, 2026.
As a reminder, the foremost modifications to the premerger submitting course of that went into impact in 2025 stay in full impact for 2026. Particular particulars on the 2025 modifications could be discovered right here.
Submitting Thresholds
Events should analyze their transactions in opposition to the “Measurement of Transaction” and “Measurement of Individual” reporting thresholds. The “Measurement of Transaction” check is anxious with the worth (by voting securities, NCI, belongings or a mixture thereof being transferred) of what’s being acquired, whereas the “Measurement of Individual” check usually measures an organization primarily based on its final commonly ready annual assertion of revenue and bills and its final commonly ready steadiness sheet. To find out whether or not an HSR Submitting is required, events ought to analyze the transaction using the next steps.
- Will an buying individual maintain an mixture quantity of voting securities and belongings lower than $133.9 million? If sure, then no HSR Submitting is required. If no, transfer to Step 2.
- Will an buying individual maintain in extra of $133.9 million however not in extra of $535.5 million? If sure, then transfer to Step 3. If no, then transfer to Step 4.
- Does one individual to the transaction have gross sales or belongings of at the very least $26.8 million? If sure, then an HSR Submitting is required. If no, then no HSR Submitting is required.
- Will an buying individual maintain in extra of $535.5 million? If sure, then an HSR Submitting is required.
For functions of this evaluation, the worth of any belongings into account is the truthful market worth of the entity’s non-cash belongings with out regard as to if these belongings are topic to a mortgage or how the belongings might need depreciated for accounting functions. The desk beneath summarizes the 2026 reporting thresholds beneath the HSR Act.
| Submitting Required | 2025 Threshold | 2026 Threshold | |
| Measurement of Transaction Take a look at | No | X ≤ $126.4 million | X ≤ $133.9 million |
| Measurement of Transaction Take a look at
AND
Measurement of Individual Take a look at |
Sure | $126.4 million < X ≤ $505.8 million
AND
Individual 1: ≥ $25.3 million Individual 2: ≥ $252.9 million |
$133.9 million < X ≤ $535.5 million
AND
Individual 1: ≥ $26.8 million Individual 2: ≥ $267.8 million |
| Measurement of Transaction Take a look at | Sure | X > $505.8 million | X > $535.5 million |
Submitting Price
In reference to an HSR Submitting, the buying individual should pay a submitting charge on the time of submitting by digital wire switch. In step with the Merger Submitting Price Modernization Act which restructured the submitting charge thresholds in 2023, the 2026 submitting charge construction options six tiers. The submitting charge thresholds for 2026 could be seen beneath, with the thresholds from 2025 for comparability.
| Worth of Holding Securities and
Property to Be Held |
Price Quantity |
| 2025 Threshold | |
|
$126.4 million < X < $179.4 million
|
$30,000 |
|
$179.4 million < X < $555.5 million
|
$105,000 |
|
$555.5 million < X < $1.111 billion
|
$265,000 |
|
$1.111 billion < X < $2.222 billion
|
$425,000 |
|
$2.222 billion < X < $5.555 billion
|
$850,000 |
|
X ≥ $5.555 billion
|
$2,390,000 |
| Worth of Holding Securities and Property to Be Held | Price Quantity |
| New 2026 Threshold | |
|
$133.9 million < X < $189.6 million
|
$35,000 |
|
$189.6 million < X < $586.9 million
|
$110,000 |
|
$586.9 million < X < $1.174 billion
|
$275,000 |
|
$1.174 billion < X < $2.347 billion
|
$440,000 |
|
$2.347 billion < X < $5.869 billion
|
$875,000 |
|
X ≥ $5.869 billion
|
$2,460,000 |
The brand new submitting charges are topic to their very own annual adjustment, with the charges elevated by an quantity equal to the proportion improve within the Shopper Worth Index, if any, over the earlier 12 months’s established stage.
Penalty
Compliance with the HSR Act is essential. Any individual (or officer, director or companion) who fails to inform the FTC and DOJ of a reportable transaction faces a civil penalty of $53,088 for every day of noncompliance. It is very important notice that the present civil penalty quantity is topic to alter, because the 2026 inflation-adjusted penalty quantity stays forthcoming as of the publication date of this alert.
You probably have any questions or would love further details about this subject, please contact one of many following members of Corridor Render’s Antitrust Observe Group:
Particular because of Summer season Affiliate Nick Boccone for his help with the preparation of this text.
Corridor Render weblog posts and articles are supposed for informational functions solely. For moral causes, Corridor Render attorneys can not—exterior of an attorney-client relationship—reply particular questions that might be authorized recommendation.