The Federal Trade Commission has announced new thresholds for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. These new thresholds, which are adjusted annually based on changes in gross national product, go into effect Feb. 17, 2026.
Whether a premerger notification is required under the HSR Act frequently turns on the “size-of-transaction” and “size-of-person” tests.
The size-of-transaction threshold will increase to $133.9 million (previously $126.4 million). No HSR notification will be required if the value of voting securities, non-corporate interests and assets held as a result of the transaction, as calculated under the HSR rules, is below that threshold.
The size-of-person test applies to transactions valued above $133.9 million but not exceeding $535.5 million (previously $505.8 million). For such transactions, the size-of-person test is met, and an HSR filing is required, if one party has annual sales or assets of at least $267.8 million (previously $252.9 million), and the other party has annual sales or assets of at least $26.8 million (previously $25.3 million). Transactions valued above $535.5 million require an HSR notification without regard to any size-of-person analysis.
Even if a transaction is reportable based on these thresholds, it may qualify for an HSR Act exemption. In addition, non-reportable transactions are still subject to antitrust scrutiny, and both the FTC and DOJ have previously challenged transactions falling below the HSR thresholds.
The FTC also announced new filing fee thresholds and adjusted fee amounts, also effective on Feb. 17:
The HSR requirements and merger-related antitrust issues can be complex. Robinson Bradshaw attorneys are well-versed in these areas and are available to guide clients through the HSR reporting process and any government investigation that may follow an HSR filing. Contact the authors for more information.
