Think HSR is just a paperwork box to tick?
If your deal crosses federal thresholds, you must notify the FTC and DOJ before closing—missing that step can mean big fines and months of delay.
This guide cuts through the math and the forms: who needs to file, the 2026 thresholds and fee brackets, what the Premerger Notification Form now asks for, the 30‑day wait and second‑request risk, and practical steps to prepare.
Read on to learn whether you must file and how to avoid costly compliance mistakes.
Core Hart‑Scott‑Rodino Filing Requirements Explained
If you’re involved in a deal worth real money, you’ve probably heard about the Hart‑Scott‑Rodino Act. Here’s what it actually means: before you close certain acquisitions, you need to tell the Federal Trade Commission and the U.S. Department of Justice Antitrust Division what you’re doing. Not after. Before.
You’re required to file when you hit both the size‑of‑transaction test and the size‑of‑person test, unless you can point to an exemption. For 2026, the size‑of‑transaction floor is $133.9 million. Go above $535.5 million and the party‑size test stops mattering entirely. These numbers kick in February 17, 2026.
The HSR Act casts a wide net. It covers voting securities, assets, noncorporate interests. There are carve‑outs for things like intrastate deals, certain foreign‑to‑foreign transactions, and small passive stakes. But don’t assume. Every transaction hovering near the threshold needs a hard look to figure out whether you’re on the hook. Even when an exemption seems obvious, you still need to verify every condition. Miss one and you’re staring at serious penalties.
A complete filing isn’t just a form. It’s the official Premerger Notification Form, a filing fee from each buyer, and a stack of internal and external documents. Since the new rules landed on February 10, 2025, what you have to disclose has expanded. Strategic plans, deal rationale memos, customer lists, officers’ and directors’ information—all of it goes in. Once you file, you wait. Typically 30 calendar days. You can’t close during that window unless the agencies grant early termination or hit you with a second request that stops the clock.
Here’s what HSR compliance actually looks like:
- Figure out if your deal meets the thresholds and whether any exemption saves you.
- Round up financial statements, strategic plans, org docs, customer data, officer and director lists.
- Pay the fee. The amount depends on deal size and follows the updated 2026 schedule.
- Submit the Premerger Notification Form to both the FTC and DOJ at the same time.
- Wait out the statutory period. If a second request arrives, respond fast.
Understanding HSR Transaction Thresholds and Jurisdiction Tests
HSR valuation happens at the ultimate parent level. You count all assets and sales of entities the parent controls. The size‑of‑transaction test measures the dollar value of voting securities, assets, or noncorporate interests you’re buying. For 2026, you’re reportable if you cross $133.9 million, up from $126.4 million the year before. And you also need to satisfy the size‑of‑person tests. Unless your transaction hits $535.5 million or more. Then the party‑size requirement disappears.
Manufacturing and non‑manufacturing companies use different net‑sales yardsticks when you’re calculating size‑of‑person. One side needs total assets or net sales of $267.8 million or more. The other needs at least $26.8 million in assets or net sales (sales if it’s a manufacturer). These numbers get adjusted every year based on U.S. gross national product. The 2026 bump is around 5.9 percent. Timing counts. A $130 million transaction would’ve required filing if it closed before February 17, 2026, but slides under the bar if it closes on or after that date.
What makes a transaction reportable:
Valuation method: count the fair market value of voting securities, assets, or noncorporate interests. Apply acquisition‑price rules. Aggregate prior holdings within the five‑year lookback.
Aggregation rules: combine all holdings at the ultimate‑parent level. Include subsidiaries and entities under common control.
Jurisdictional tests: confirm that size‑of‑transaction exceeds $133.9 million and that either both size‑of‑person thresholds are met or the deal tops $535.5 million.
Annual threshold updates: verify the current year’s numbers before you prep a filing. Adjustments take effect each February.
Required HSR Forms, Disclosures, and Document Submissions
The Premerger Notification Form (PMN or HSR Form) is the heart of your submission. Starting February 10, 2025, the form asks for a lot more. Strategic deal rationale, regularly prepared plans and reports (board decks, internal financial models), customer lists when there’s overlap or supply relationships, complete officer and director lists. These expanded requirements have stretched prep time. Deal teams now budget five to ten business days just for document collection.
Beyond the form, you attach current balance sheets and profit‑and‑loss statements for each reportable person. Usually the most recent audited fiscal year plus any interim period. You also include material contracts (licenses, joint ventures, IP agreements), org charts, lists of 10 percent or greater shareholders, asset schedules, descriptions of business lines and markets. When you’re disclosing competitively sensitive data like customer identities or pricing structures, set up confidentiality protocols. Confirm that data rooms are secure and access‑logged.
The new rules also want consultant or investment‑bank materials. Fairness opinions, market studies, industry analyses. Strategic documents prepared for deal approval. Competitively sensitive information (customer contracts, supplier agreements, detailed pricing schedules) must be included if it touches market definitions or overlaps. Agencies use these documents to spot potential anticompetitive effects. So you should:
Organize all responsive materials by category (financial, strategic, customer, officer/director).
Redact privileged attorney‑client communications only. Not business‑sensitive information unless expressly permitted.
Keep indexed copies of every submission in a secure repository for second‑request compliance.
Verify that officer and director lists are current as of the filing date.
Include preliminary market definitions and competitor lists so agencies understand product and geographic scope.
Confirm that all financial data is consistent across the form, attachments, and deal documents.
HSR Filing Fees and Updated 2026 Fee Brackets
Filing fees are paid by each buyer. The amount depends on the transaction’s value. The fee schedule gets adjusted periodically to reflect changes in the Consumer Price Index and gross national product. On February 17, 2026, a revised six‑tier structure takes effect. The highest bracket applies to deals valued at $5.869 billion or more. Each buyer remits the fee when filing, and agencies won’t accept a filing as complete until payment clears.
The 2026 brackets impose higher fees for larger deals. The top filing fee is $2.46 million. It applies to the biggest transactions. Verify the exact fee amount with the agencies’ published guidance right before you submit, because the schedule can shift each year. Payment is typically made by wire transfer or ACH to the Premerger Notification Office. Proof of payment accompanies the filing.
| Transaction Value Range | Fee Amount |
|---|---|
| Greater than $133.9 million but less than $189.6 million | $30,000 |
| $189.6 million or more but less than $586.9 million | $105,000 |
| $586.9 million or more but less than $1.174 billion | $265,000 |
| $1.174 billion or more but less than $2.347 billion | $425,000 |
| $2.347 billion or more but less than $5.869 billion | $850,000 |
| $5.869 billion or more | $2,460,000 |
The HSR Waiting Period, Early Termination, and Second Requests
Once the FTC and DOJ receive a complete HSR filing, a mandatory 30‑calendar‑day waiting period starts. You can’t close during this window. The period exists to give agencies time to review the deal for potential anticompetitive effects and decide whether to issue a second request for more information. If neither agency acts within 30 days and no second request shows up, the waiting period expires automatically. You’re free to close.
Either agency can issue a second request before the initial 30‑day period runs out. When a second request lands, the waiting period stops from that date. It stays stopped until you produce all responsive materials and the agency certifies it’s had time to review them. Second requests can stretch the timeline by months. They typically require you to produce millions of pages. Emails, internal analyses, customer contracts, competitive intelligence. The scope is broad. Noncompliance or delay in production can trigger enforcement actions or extend the waiting period even further.
You can request early termination of the waiting period if you believe the transaction poses no competitive concerns. Early termination is granted at the agencies’ discretion. It’s increasingly rare, especially for deals that present even minimal horizontal overlaps or vertical integration issues. When early termination is granted, the waiting period ends immediately. If the agencies don’t grant early termination and don’t issue a second request, the 30‑day clock keeps running. If you’re planning a closing date, assume the full 30 days will be required unless you receive express early termination in writing.
Exemptions From HSR Filing Requirements and How They Apply
Not every acquisition that meets the dollar thresholds is reportable. The HSR Act and implementing regulations carve out exemptions for specific transaction types. Common ones include acquisitions solely for investment (passive holdings below statutory safe harbors), certain intrastate transactions where both parties and all assets sit within a single state, foreign‑to‑foreign acquisitions where the U.S. sales and assets of the acquired entity fall below de minimis thresholds, and transfers in bankruptcy court proceedings. Each exemption has precise technical requirements. Fail to satisfy even one element and the filing is required.
The large‑transaction exception works differently. It doesn’t exempt the transaction from filing. It removes the size‑of‑person requirement. When a transaction is valued at $535.5 million or more, the deal is reportable no matter how big or small the acquiring and acquired parties are. This means even a startup with minimal revenue must file if it’s acquiring assets worth more than the large‑transaction threshold. Other statutory exemptions include acquisitions of goods or services in the ordinary course of business, acquisitions of carbon‑based mineral reserves under specified conditions, and certain acquisitions of real property held solely for investment.
Key exemption categories:
Passive investment exemption: applies when voting securities are acquired solely for investment and the acquirer will hold less than 10 percent of the outstanding voting securities (or won’t control the issuer).
Intrastate exemption: covers transactions where both acquiring and acquired persons, and all assets, are located within a single state and the transaction has no interstate commerce implications.
Foreign exemption: applies to acquisitions of foreign entities with U.S. sales and assets below the threshold amounts specified in the regulations.
Bankruptcy exemption: certain court‑supervised sales and reorganizations are exempt if they meet statutory criteria.
Ordinary course exemption: applies to purchases of inventory, supplies, or services made in the ordinary course of business.
Step‑By‑Step HSR Filing Procedure for Deal Teams
Preparing and submitting an HSR filing requires careful coordination across legal, finance, and business teams. The process should start as early as possible. Ideally 30 to 60 days before the anticipated signing or closing date. That gives you time for reportability screening, document collection, form prep, and internal review. Early identification of HSR obligations prevents last‑minute scrambles and cuts the risk of missing deadlines or submitting incomplete filings.
Once you’ve finished the reportability determination, the next step is assembling all required documents. Collect the most recent audited financial statements (balance sheets and profit‑and‑loss statements) for each ultimate parent entity, interim financial statements if the fiscal year has closed since the last audit, org charts showing all controlled entities, shareholder lists identifying holders of 10 percent or more, complete lists of officers and directors. Gather all strategic plans, board presentations, investment‑bank materials, and consultant reports related to the transaction. If the parties compete or have supply relationships, compile customer lists, supplier lists, and market‑share data. This collection phase usually takes five to ten business days, depending on the size and complexity of the parties’ operations.
The step‑by‑step procedure:
- Conduct an early HSR screening 30 to 60 days before signing to figure out whether thresholds are met and whether any exemptions apply.
- Identify the ultimate parent entities for both the acquiring and acquired persons. Calculate size‑of‑person at the parent level.
- Collect all required financial statements, strategic documents, org charts, shareholder and officer/director lists, customer data, and material contracts.
- Prepare the Premerger Notification Form. Fill all required fields. Attach responsive documents. Coordinate inputs from finance, legal, and business teams.
- Obtain authorized corporate signatures certifying the accuracy and completeness of the filing.
- Pay the applicable filing fee via wire transfer or ACH to the Premerger Notification Office. Obtain payment confirmation.
- Submit the completed form and all attachments simultaneously to both the FTC and the DOJ. Confirm receipt and completeness.
- Monitor the 30‑day waiting period. Be prepared to respond promptly to any second request or agency inquiry. Designate a response team and maintain a secure data room for additional document production.
Penalties for HSR Noncompliance and Enforcement Trends
Fail to file an HSR notification when required, or close a transaction before the waiting period expires or is terminated, and you’re exposed to civil penalties of up to $53,088 per day for each day of violation. These penalties are adjusted annually for inflation. They can add up fast. A transaction that closes 60 days early faces potential fines exceeding $3 million. Penalties are assessed per violation per day. Both the acquiring and acquired parties can be held jointly and severally liable.
Beyond fines, courts have broad equitable authority to remedy HSR violations. Agencies frequently seek orders requiring parties to hold separate acquired assets or operations, to divest overlapping business lines, or to unwind transactions entirely when competitive harm is identified post‑closing. In some enforcement actions, agencies have obtained consent decrees that impose ongoing behavioral restrictions or require prior approval for future acquisitions. These remedies can be far more disruptive and costly than the civil penalties themselves.
Enforcement trends show that both the FTC and DOJ actively pursue HSR violations. Especially in cases involving horizontal overlaps, high‑tech industries, and healthcare. Recent enforcement actions have targeted gun‑jumping (early integration before clearance), failure to file despite clear reportability, and incomplete or inaccurate submissions. Agencies have also used HSR violations as leverage to extract broader remedies during merger reviews, treating noncompliance as evidence of bad faith and justifying more aggressive investigative demands or second requests. Deal teams should treat HSR compliance as a strict‑liability obligation. If the filing is required and not made, penalties are nearly automatic.
Practical HSR Compliance Checklist and Risk Mitigation Measures
A solid HSR compliance program starts with early identification and continues through post‑filing monitoring. Before signing a letter of intent or definitive agreement, run a preliminary HSR screen to figure out whether the transaction will be reportable. Verify the current thresholds and fee schedule with the agencies’ official guidance, because dollar amounts change every February. Assign clear responsibility for document collection, form preparation, and filing submission. Build a timeline that accounts for the full 30‑day waiting period plus potential delays from second requests or additional information requests.
Document retention policies are critical. Keep indexed copies of every submission, every strategic plan, every board presentation, and every customer list included in the filing. If a second request is issued, these materials form the baseline for expanded production. Implement audit‑ready procedures. Log all communications with the agencies. Track document versions. Record who prepared and reviewed each section of the form. Spot potential competitive overlaps or vertical supply relationships early so that market definitions, customer data, and competitor lists can be assembled in advance.
Key compliance and risk‑mitigation measures:
Verify that current HSR thresholds, filing fees, and penalty amounts are confirmed with the agencies before every filing. These figures are adjusted annually.
Conduct an HSR reportability screen 30 to 60 days before signing to allow adequate prep time.
Maintain secure, indexed data rooms for all strategic documents, customer lists, financial statements, and internal analyses related to the transaction.
Designate a cross‑functional response team (legal, finance, IT, business) to handle second requests and agency inquiries promptly.
Implement document retention policies that preserve all materials potentially responsive to a second request. Emails, chat logs, draft analyses.
Coordinate with foreign antitrust counsel when the transaction triggers notifications in multiple jurisdictions to align timing and disclosures.
Avoid early integration, information exchange, or coordination between the parties before HSR clearance to prevent gun‑jumping claims.
Final Words
in the action, we laid out the simple rule: test transaction and person sizes, consider exemptions, and follow FTC/DOJ jurisdiction to decide reportability.
For 2026 the size-of-transaction threshold is $133.9M (annual adjustment effective Feb 17, 2026). Filings require a notification form, fee, internal documents and strategic plans, and a mandatory waiting period while agencies review.
Understanding hart scott rodino filing requirements and using the step-by-step checklist will cut risk, speed reviews, and help deals close smoothly.
FAQ
Q: What is the filing threshold for Hart Scott Rodino?
A: The filing threshold for Hart‑Scott‑Rodino requires a proposed acquisition to meet both size‑of‑transaction and size‑of‑person tests; if met, parties must notify the FTC and DOJ and observe the statutory waiting period.
Q: What triggers a Hart Scott Rodino filing?
A: A Hart‑Scott‑Rodino filing is triggered when parties agree to acquire voting securities, assets, or control and the deal meets HSR thresholds, requiring submission of the notification form, fee, and supporting documents to agencies.
Q: What is the threshold for Hart Scott Rodino 2026?
A: The 2026 HSR size‑of‑transaction threshold is $133.9 million (with annual adjustments effective Feb 17, 2026); the large‑transaction size‑only threshold is $535.5 million.
Q: What is the Hart-Scott-Rodino Act?
A: The Hart‑Scott‑Rodino Act is a U.S. antitrust law requiring premerger notification to the FTC and DOJ for certain transactions so agencies can review potential competitive harm before parties close a deal.
