Overview
- The size-of-transaction threshold rises to $133.9 million, with deals above roughly $535.5 million reportable regardless of party size and the size-of-person tests set at $26.8 million and $267.8 million at the ultimate parent level.
- The revised thresholds and the CPI-indexed six-tier filing-fee schedule were published in the Federal Register on Jan. 16 and apply to transactions closing on or after Feb. 17, 2026.
- HSR filing fees now range from $35,000 for deals over $133.9 million to $2,460,000 for deals of $5.869 billion or more, with intermediate tiers at $110,000, $275,000, $440,000, and $875,000.
- Section 8 interlocking-directorate thresholds increased to $54,402,000 for capital and surplus and $5,440,200 for competitive sales, taking effect upon publication on Jan. 16, 2026.
- The FTC has not yet announced 2026 inflation-adjusted civil penalty amounts; enforcement remains active, highlighted by a Jan. 12 court order halting an Edwards Lifesciences–JenaValve merger that the parties then abandoned.