{"id":9838,"date":"2026-02-19T04:02:45","date_gmt":"2026-02-19T04:02:45","guid":{"rendered":"https:\/\/usatrustedlawyers.com\/blog\/revised-hart-scott-rodino-thresholds-for-2026-hinckley-allen\/"},"modified":"2026-02-19T04:02:45","modified_gmt":"2026-02-19T04:02:45","slug":"revised-hart-scott-rodino-thresholds-for-2026-hinckley-allen","status":"publish","type":"post","link":"https:\/\/usatrustedlawyers.com\/blog\/revised-hart-scott-rodino-thresholds-for-2026-hinckley-allen\/","title":{"rendered":"Revised Hart-Scott-Rodino Thresholds for 2026 | Hinckley Allen"},"content":{"rendered":"\n
\n

The Federal Trade Commission (the \u201cFTC\u201d) recently announced revised statutory thresholds<\/a> for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the \u201cHart-Scott-Rodino Act\u201d or \u201cHSR\u201d). These thresholds, which are revised annually based on the change in gross national product, were published<\/a> in the Federal Register<\/em> on January 16, 2026, and apply to transactions closing on or after February 17, 2026.<\/p>\n

Mergers and Acquisitions<\/h4>\n

Unless otherwise exempted, parties to a merger or acquisition are required to make HSR filings if the size-of-transaction test is satisfied. Per the updated thresholds, this test is satisfied if a transaction: (i) is valued over $535.5 million (previously $505.8 million); or (ii) is valued over $133.9 million (previously $126.4 million) and<\/em> the size-of-person test is also satisfied. The size-of-person test is satisfied if one of the parties has net sales or total assets of at least $267.8 million (previously $252.9 million) and<\/em> the other party has net sales or total assets of at least $26.8 million (previously $25.3 million). Certain monetary thresholds relating to HSR notification exemptions have also increased.<\/p>\n

Acquisitions of Voting Securities<\/h4>\n

Similarly, the five notification thresholds relating to acquisitions of voting securities (which specify whether a filing or successive filing is necessary) have increased. Per the updated thresholds, HSR filings are required in connection with acquisitions (and subsequent acquisitions) of voting securities that result in an acquirer holding voting securities of a company: (i) valued over $133.9 million (previously $126.4 million); (ii) valued at or over $267.8 million (previously $252.9 million); (iii) valued at or over $1.339 billion (previously $1.264 billion); (iv) comprising 25% or more of such company\u2019s voting securities, if valued over $2.678 billion (previously $2.529 billion); or (v) comprising 50% of such company\u2019s voting securities, if valued over $133.9 million (previously $126.4 million). Once an acquirer holds 50% or more of a company\u2019s voting securities, no further notification to the FTC and the Department of Justice (the \u201cDOJ\u201d) is required in connection with subsequent acquisitions of such company\u2019s securities.<\/p>\n

HSR Filing Fees<\/strong><\/h4>\n

Effective February 17, 2026, the revised filing fee thresholds and related filing fees for 2026 are as follows:<\/p>\n

<\/p>\n

*At the time of filing.<\/p>\n

Interlocking Directorates Thresholds<\/h4>\n

On January 14, 2026, the FTC announced<\/a> higher thresholds relating to interlocking directorate restrictions under Section 8 of the Clayton Antitrust Act of 1914 (the \u201cClayton Act\u201d). The new thresholds are $54,402,000 and $5,440,200 for Sections 8(a)(1) and 8(a)(2)(A) of the Clayton Act, respectively (up from $51,380,000 and $5,138,000 in 2025). Such thresholds became effective upon their publication<\/a> in the Federal Register<\/em> on January 16, 2026.<\/p>\n

Civil Penalty Amounts<\/h4>\n

Civil penalty amounts for certain violations of the Hart-Scott-Rodino Act are revised annually to account for inflation. The maximum civil penalty amount in 2025 for such violations was $53,088 per day. The adjusted amount for 2026 has not yet been announced.<\/p>\n<\/div>\n","protected":false},"excerpt":{"rendered":"

The Federal Trade Commission (the \u201cFTC\u201d) recently announced revised statutory thresholds for the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the \u201cHart-Scott-Rodino Act\u201d or \u201cHSR\u201d). These thresholds, which are […]<\/p>\n","protected":false},"author":1,"featured_media":9839,"comment_status":"open","ping_status":"open","sticky":false,"template":"","format":"standard","meta":{"footnotes":""},"categories":[6],"tags":[1213,7479,7481,7478,7480],"class_list":["post-9838","post","type-post","status-publish","format-standard","has-post-thumbnail","hentry","category-lawyers","tag-allen","tag-hartscottrodino","tag-hinckley","tag-revised","tag-thresholds"],"_links":{"self":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/posts\/9838","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/posts"}],"about":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/types\/post"}],"author":[{"embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/users\/1"}],"replies":[{"embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/comments?post=9838"}],"version-history":[{"count":0,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/posts\/9838\/revisions"}],"wp:featuredmedia":[{"embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/media\/9839"}],"wp:attachment":[{"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/media?parent=9838"}],"wp:term":[{"taxonomy":"category","embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/categories?post=9838"},{"taxonomy":"post_tag","embeddable":true,"href":"https:\/\/usatrustedlawyers.com\/blog\/wp-json\/wp\/v2\/tags?post=9838"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}