The 2026 HSR Reset and the SEC's Quiet M&A Disclosure Update

The Federal Trade Commission's annual reset of Hart-Scott-Rodino (HSR) thresholds took effect February 17, 2026, lifting the minimum reportable transaction size to $133.9 million and raising the top filing fee to $2.678 million. In parallel, the Securities and Exchange Commission released a new set of Compliance and Disclosure Interpretations in early 2026 that adjust how lock-ups, cross-border tender offers, and spin-off compensation must be handled in public M&A. Neither set of changes is dramatic on its own. Taken together, they shift planning calculus for middle-market deals in ways that deserve attention from business owners, acquirers, and boards preparing for transactions in 2026.

What Changed at the HSR Level

The HSR Act requires parties to certain transactions above a statutory threshold to file a premerger notification with the FTC and the Department of Justice and to observe a waiting period (typically 30 days) before closing. The thresholds are recalibrated each year against GDP.

For 2026, three numbers matter.

The size-of-transaction threshold rose from $126.4 million to $133.9 million. Deals structured at the low end of the middle market that would have crossed the threshold in 2025 may now close without an HSR filing, depending on the exact structure, the parties' sizes, and the scope of what is being acquired. That is a planning variable, not a substantive change.

The size-of-person threshold increased proportionally. For transactions valued between approximately $133.9 million and $535.5 million, the size-of-person test still applies and requires one party to have sales or assets above $253.9 million and another above $25.4 million (inflation-adjusted). Above the higher value threshold, size-of-person no longer controls.

The filing fee schedule was updated. The largest deals now carry a $2.678 million filing fee. The tiered fee structure (introduced in 2023 and refined since) means that filing fees can be a meaningful budget line for transactions above $1 billion in value. For budget-conscious deal teams, identifying the correct fee tier during the LOI stage is worth the effort.

The Section 8 interlocking-directorate thresholds (which govern when individuals may serve on boards of competing corporations) were also updated: the corporation-size trigger moved to $54.4 million and the competitive-sales trigger to $5.44 million.

What Changed at the SEC Level

The SEC's early-2026 CDI update is the more subtle of the two changes. Three items deserve attention in middle-market and cross-border transaction planning.

The first involves lock-up agreements in the context of business combinations and third-party exchange offers. Revised CDIs 139.29 and 139.30 provide additional flexibility to register offered securities after lock-ups are signed. Historically, registration timing constraints made early lock-up execution awkward. The revised interpretations acknowledge that certainty on deal execution often requires locking up key holders before a registration statement is ready, and they give deal teams a cleaner path to proceed. For privately held targets considering a stock-for-stock combination with a public acquirer, this slightly reduces the structural tension between deal-certainty mechanics and securities law compliance.

The second item is a new CDI 166.02 that expands the cross-border tender offer exemption. The exemption now covers purchases of target shares by the offeror after the public announcement of a tender offer but before the formal launch and distribution of offering documents. For a U.S. acquirer pursuing a foreign target with a dual-class or block-held shareholder base, this provides a more defined safe harbor for strategic purchases during the announcement-to-launch window.

The third item, revised CDI 217.01, addresses executive compensation disclosure in spin-offs. The revised interpretation clarifies that historical executive compensation disclosure is not always required for spun-off entities. The analysis turns on whether the spun-off entity operated as a standalone business before the spin-off and whether management continuity exists. Practically, this reduces disclosure burden for spin-offs that meet the criteria and simplifies S-1 drafting for spin-off prospectuses.

What This Means for Deal Planning in 2026

For a business owner contemplating a sale, the HSR threshold reset has practical implications at the LOI stage. Deals structured in the $125 million to $140 million range now sit near a planning cliff. A transaction that closes just under the size-of-transaction threshold avoids the filing, the waiting period, and the fee. A transaction just above carries the full HSR process. Sellers and buyers evaluating consideration mix (cash, stock, earnouts, rollover equity) should understand how the valuation of each component affects the filing determination. The acquired person's inclusion of prior acquisitions from the same seller within a specified look-back can also push a deal above threshold.

For public-company acquirers, the CDI updates are worth reviewing with counsel before the next deal launches. Lock-up mechanics in a stock-for-stock transaction can move from constrained to flexible, and that flexibility has practical value when the closing economics are sensitive to preventing large-holder defection. The cross-border tender offer change is narrow in scope but meaningful for cross-border strategic buyers who have historically managed the announcement-to-launch window carefully to avoid inadvertent tender-offer rule issues.

For companies contemplating a spin-off, the revised compensation CDI reduces one drag on the Form 10 and S-1 drafting timeline. Boards considering a divestiture-through-spin should confirm with counsel whether the spun entity's profile meets the revised standard and, if so, incorporate the reduced disclosure scope into the planning timeline.

Forward Look

Three developments are worth tracking across the balance of 2026. The first is the SEC's broader Regulation S-K review announced in January 2026. A comprehensive reform of non-financial disclosure rules would have implications well beyond M&A, but it could also simplify or complicate specific deal disclosure mechanics depending on where the final rulemaking lands.

The second is continued antitrust enforcement activity under the new administration's staff priorities. The HSR form itself was substantially revised in a 2024 rulemaking, and the 2026 filings are the second full cycle under that new form. Expect continued attention to early second-request activity and to the treatment of minority investments that historically drew less scrutiny.

The third is cross-border coordination. The 2026 changes to HSR thresholds and the SEC's cross-border tender offer CDI point in the direction of continued recognition that capital flows are global. For middle-market buyers targeting foreign companies, the combination of expanded exemptions and higher domestic thresholds slightly simplifies the planning matrix.