Overview
- The minimum size‑of‑transaction that triggers HSR reporting rises to $133.9 million, with the new thresholds applying to deals closing on or after February 17, 2026.
- The size‑of‑person tests increase to $26.8 million and $267.8 million, and transactions over $535.5 million are reportable regardless of party size.
- HSR filing fees move to an updated six‑tier schedule topping out at $2,460,000 for deals valued at $5.869 billion or more, with the new fees applying to filings made on or after February 17.
- Section 8 interlocking directorate thresholds take effect upon Federal Register publication, now $54,402,000 for capital and surplus and a $5,440,200 competitive‑sales safe harbor.
- Practitioners flag an expected inflation‑indexed increase to the HSR civil penalty maximum from the current $53,088 per day, and note knock‑on effects for state regimes that track federal thresholds, including a reported rise to $26.78 million under the Uniform Act.