What Business Brokers Need to Know About 2026 Jurisdictional Threshold Changes

What Business Brokers Need to Know About the 2026 HSR Increase

Update Understanding the 2026 HSR Threshold ChangesThe Federal Trade Commission (FTC) has announced increased jurisdictional thresholds and updated filing fees under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of 1976. Effective 30 days post-publication in the Federal Register, the size-of-transaction threshold rises from $126.4 million to $133.9 million, a necessary adjustment to reflect inflation and the growing economy. The HSR Act mandates these updates annually based on changes in the gross national product (GNP) and the consumer price index.What This Means for Business BrokersFor business brokers, these changes can significantly impact deal assessments. Transactions exceeding the new threshold will require the requisite filings with both the FTC and the Department of Justice (DOJ). A transaction's acceptance under the reporting requirement hinges not only on its value but also on the sales and asset thresholds of the entities involved. Transactions valued between $133.9 million and $535.5 million must meet specific “size-of-person” conditions, which stipulate that at least one parent entity should have sales or assets of approximately $267.8 million.Filing Fees Adjustments: What You Need to KnowThe adjustments also include alterations to the HSR filing fees. The fees are gateway costs that can validate or invalidate a transaction. For instance, the minimum filing fee has increased from $30,000 to $35,000, affecting transactions valued below $189.6 million. For larger deals, the maximum fee stands at $2.46 million for transactions exceeding $5.869 billion. Such fee structures reinforce the necessity for brokers and businesses to consult legal guidance continually, ensuring compliance with antitrust regulations.Compliance is Key: Avoiding PenaltiesFailure to comply with these requirements can lead to severe penalties, with daily fines for non-compliance reaching over $53,000. Business brokers must actively stay informed about these changes to provide accurate advice to their clients, maintaining vigilance against the intricate landscape of antitrust laws.ConclusionThe 2026 adjustments to the HSR thresholds and filing fees not only reflect economic realities but also challenge brokers to refine their navigation of merger and acquisition environments. As these thresholds shift, so too do the strategies businesses must adopt to ensure compliance and effectively manage their transactions. For brokers, understanding these changes is paramount to guiding clients through the complexities of the modern market.