HSR Calculator (2026 Thresholds)

An essential tool for M&A professionals to determine Hart-Scott-Rodino Act filing requirements and fees.

HSR Filing Requirement & Fee Calculator

HSR Filing Fee Tiers (Effective Feb 17, 2026)

Official Hart-Scott-Rodino filing fee tiers for 2026. These figures determine the fee based on the final transaction value.

Transaction Value (as determined under HSR)	Filing Fee
> $133.9 million but < $189.6 million	$35,000
≥ $189.6 million but < $586.9 million	$110,000
≥ $586.9 million but < $1.174 billion	$275,000
≥ $1.174 billion but < $2.347 billion	$440,000
≥ $2.347 billion but < $5.869 billion	$875,000
≥ $5.869 billion	$2,460,000

Filing Fee Tiers Visualized

A bar chart visualizing the steep increase in HSR filing fees as transaction values cross new thresholds.

What is an HSR Calculator?

An HSR calculator is a specialized tool designed to determine if a proposed merger, acquisition, or similar business transaction requires a formal notification to U.S. federal antitrust agencies under the Hart-Scott-Rodino (HSR) Act. It automates the process of checking a transaction’s parameters against the annually adjusted “Size of Transaction” and “Size of Person” thresholds. This hsr calculator helps legal and finance professionals quickly assess their filing obligations and estimate the mandatory filing fee, preventing costly penalties for non-compliance.

This tool is essential for corporate lawyers, M&A advisors, and in-house counsel involved in transactions. A common misunderstanding is that the HSR Act only applies to massive public company mergers; in reality, it can apply to a wide range of deals, including acquisitions of assets or non-corporate interests, as long as the financial thresholds are met. The use of a reliable hsr calculator is a critical first step in the M&A due diligence process.

HSR Calculator Formula and Explanation

The “formula” for the HSR calculator is not a single mathematical equation, but a series of logical tests based on the HSR Act’s rules, which are adjusted annually. For transactions closing on or after February 17, 2026, the core logic is as follows:

1. Size of Transaction Test: First, the calculator checks the total value of the assets, voting securities, or non-corporate interests to be held.
   • If the value is ≤ $133.9 million, no filing is required.
   • If the value is > $535.5 million, a filing is always required (unless an exemption applies), regardless of the parties’ size.
   • If the value is between $133.9 million and $535.5 million, the “Size of Person” test is triggered.
2. Size of Person Test: If the transaction falls into the middle category above, the calculator then checks the size of the parties involved. A filing is required if one party has total assets or annual net sales of ≥ $267.8 million AND the other party has total assets or annual net sales of ≥ $26.8 million.

Our hsr calculator automates this entire logic flow. The filing fee is then determined by which tier the transaction value falls into.

Variables Table

Key variables used in determining HSR Act filing requirements.

Variable	Meaning	Unit	Typical Range
Size of Transaction	Value of assets, securities, or interests being acquired.	USD ($)	>$100 Million
Size of Person	A party’s total assets or annual net sales, measured at the Ultimate Parent Entity level.	USD ($)	>$25 Million

Practical Examples

Example 1: Large Transaction Requiring Filing

A large corporation plans to acquire a competitor. The transaction details are:

• Inputs:
  • Size of Transaction: $750,000,000
  • Size of Acquiring Person: $5,000,000,000
  • Size of Acquired Person: $900,000,000
• Results:
  • Filing Required. The transaction value of $750M exceeds the upper threshold of $535.5M. The Size of Person test is not even necessary.
  • The applicable filing fee would be $275,000, as the value is between $586.9M and $1.174B.

Example 2: Mid-Sized Transaction Requiring Filing

A company is acquiring a division from another company.

• Inputs:
  • Size of Transaction: $200,000,000
  • Size of Acquiring Person (UPE): $400,000,000
  • Size of Acquired Person (UPE): $30,000,000
• Results:
  • Filing Required. The transaction value of $200M is between the $133.9M and $535.5M thresholds, triggering the Size of Person test. Since one party ($400M) is larger than $267.8M and the other ($30M) is larger than $26.8M, the test is met.
  • The applicable filing fee would be $110,000.

How to Use This HSR Calculator

Using our hsr calculator is a straightforward process for quickly assessing your filing duties.

1. Enter Transaction Size: In the “Size of Transaction” field, input the total value of assets or securities that will be held as a result of the deal. Use only numbers, without commas or dollar signs.
2. Enter Party Sizes: Input the annual net sales or total assets for the Ultimate Parent Entity of each party in the “Size of Person #1” and “Size of Person #2” fields. It does not matter which party is entered into which field.
3. Calculate and Review: Click the “Calculate Filing Requirements” button. The tool will instantly provide a clear “Filing Required” or “Filing Not Required” result.
4. Interpret Results: The output will show the calculated filing fee, the specific threshold test that was met (or failed), and a plain-language explanation. This analysis is crucial for your compliance records. The use of a good investment calculator can help in valuing the transaction.

Key Factors That Affect HSR Filings

• Annual Threshold Adjustments: The FTC adjusts the HSR thresholds annually based on changes in the GNP. Always use a hsr calculator with the current year’s numbers.
• Valuation Method: The value of the transaction must be determined as of the date of the filing. For assets, it’s the Fair Market Value. For securities, it’s the greater of the market price or acquisition price.
• Exemptions: Numerous exemptions exist, such as those for acquisitions of certain types of real property, goods in the ordinary course of business, or certain acquisitions by foreign entities. An accurate roi calculator may help determine business course.
• “Ultimate Parent Entity” (UPE): The “Size of Person” test applies to the UPE of each party, which is the entity that ultimately controls the acquiring or acquired business and is not controlled by any other entity.
• Creeping Acquisitions: Multiple smaller acquisitions of the same issuer’s stock over time can trigger a filing requirement once the cumulative value held crosses a threshold.
• Penalties for Non-Compliance: Failure to file can result in significant civil penalties, currently exceeding $50,000 per day of non-compliance. A payback period calculator can show how quickly these fines add up.

Frequently Asked Questions (FAQ)

1. What are the current HSR thresholds for 2026?

For transactions closing on or after Feb 17, 2026, the minimum size-of-transaction threshold is $133.9 million. The size-of-person test applies for transactions valued up to $535.5 million. Our hsr calculator is updated with these values.

2. What does “Size of Person” actually mean?

It refers to the size of the entire corporate family, not just the specific subsidiary making the acquisition. You must look to the annual net sales or total assets of the Ultimate Parent Entity (UPE).

3. Does the HSR Act apply to non-US companies?

Yes, if the transaction has a sufficient connection to U.S. commerce. For example, if a foreign company is acquiring a U.S. company, or if two foreign companies with significant U.S. sales or assets merge, HSR rules can apply.

4. What happens after an HSR filing is made?

There is a mandatory waiting period, typically 30 days, during which the FTC and DOJ review the transaction for potential antitrust issues. The parties cannot close the deal during this period.

5. Are HSR filings public information?

No, the fact of the filing and the information submitted are kept confidential by law.

6. Can I use this hsr calculator for official legal advice?

No. This hsr calculator is a powerful screening tool for informational purposes only and does not constitute legal advice. HSR rules are complex, and you should always consult with qualified legal counsel regarding your specific transaction.

7. What if the transaction value is very close to a threshold?

Valuation is critical. You must have a good faith valuation. If it’s close, it is prudent to be conservative and assume a filing is required. A detailed valuation from a tool like a business valuation calculator is recommended.

8. How often do the filing fees and thresholds change?

The thresholds are adjusted annually based on GNP, and the fees are adjusted based on the CPI. The changes are typically announced in January and take effect in February. Our hsr calculator is updated promptly after each announcement.