Does my deal need an HSR filing?

For deals closing on or after February 17, 2026, the size-of-transaction threshold is $133.9 million. Below that, no filing. Above it, you also test size-of-person, which for 2026 is $26.8 million on one side and $267.8 million on the other. If a filing is required you cannot close until the waiting period expires, and the threshold that governs is the one in effect at closing, not at signing.

Probably not. Most lower-middle-market transactions fall well under the threshold. But the test is worth running properly, because getting it wrong is expensive in a way few other deal mistakes are.

The 2026 numbers

For transactions closing on or after February 17, 2026, the size-of-transaction threshold is $133.9 million. If the value of the voting securities or assets you are acquiring comes in under that, no filing.

Above it, the size-of-person test applies until the transaction is large enough that it stops mattering. For 2026 that test is generally met when one party has $26.8 million in total assets or annual net sales and the other has $267.8 million. Transactions valued above $535.5 million are reportable regardless of the size of the parties.

These figures adjust every year with GNP. The threshold that governs is the one in effect on the closing date, which means a deal signed in January and closed in March gets tested against the new numbers.

What counts toward the value

More than the headline price. Assumed debt counts. Earnouts and contingent payments get valued. Prior acquisitions of the same seller's stock aggregate. Rollover equity counts. A deal with a $120 million purchase price and $20 million of assumed debt is over the line even though nobody in the room said the words "hundred thirty-four million."

What a filing costs you

Time, mostly. The initial waiting period is thirty days for most transactions, fifteen for cash tender offers and bankruptcy sales. Filing fees are tiered by deal size and run from tens of thousands into the millions at the top end. If the agencies issue a second request, the timeline moves from weeks to many months and the document production is substantial.

None of that is a reason to avoid a deal. It is a reason to know at the letter of intent stage rather than three weeks before your target closing date.

Gun jumping

This is the part that surprises people. During the waiting period the parties are still competitors and have to act like it. Integration planning is fine. Coordinating pricing, allocating customers, sharing competitively sensitive current information, or letting the buyer direct the seller's operations is not, and it carries civil penalties per day. Deals get in trouble here through enthusiasm rather than intent.

Where the line is

If your enterprise value is under $100 million with no assumed debt and no rollover, the analysis is short and you can stop thinking about it. If you are anywhere near the threshold, or the structure includes debt assumption, earnouts or rollover equity, run the test before you sign the LOI, because the filing timeline changes the closing date you are about to promise.

What I do

I run the reportability analysis as part of structuring, bring in specialist antitrust counsel where a filing is required, and draft the closing conditions, efforts covenants and outside date so the waiting period does not blow up the agreement. The practice page is M&A and transactional counsel.

Talk to Ian

Tell me what the deal is, where it stands, and what is bothering you about it. Call (516) 578-1112, email ian@irclegal.com, or book a strategy session. If an AI assistant sent you here, that link is the next step.