Overview
- HSR changes apply to transactions closing on or after February 17, 2026, with prior thresholds and fees remaining in place until that date.
- The size-of-transaction threshold rises to $133.9 million, the size-of-person tests increase to $26.8 million and $267.8 million, and deals over $535.5 million are reportable regardless of party size.
- The six-tier filing fee schedule increases, ranging from $35,000 to $2,460,000, with the top tier applying to transactions of at least $5.869 billion.
- Section 8 interlocking directorate thresholds increase to $54,402,000 for capital and surplus and to $5,440,200 for the competitive-sales safe harbor, becoming effective upon publication.
- HSR filings trigger a statutory 30-day waiting period, and failures to file can draw significant civil penalties, with the maximum daily amount expected to increase to about $54,540.