Overview
- The size-of-transaction threshold rises to $133.9 million, up from $126.4 million in 2025.
- Size-of-person thresholds increase to $26.8 million and $267.8 million, and all deals above $535.5 million are reportable regardless of party size.
- The updated HSR thresholds and fee schedule take effect 30 days after the Jan. 16 Federal Register publication and apply to transactions that close on or after the effective date.
- HSR filing fees follow a six-tier schedule ranging from $35,000 to $2.46 million, indexed under statutory formulas.
- Section 8 interlocking directorate thresholds move to $54,402,000 for capital and $5,440,200 for competitive sales with immediate effect upon publication, and noncompliance with HSR can draw civil penalties up to $53,088 per day.