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Thompson Hine LLP, a full-service business law firm with approximately 400 lawyers in 8 offices, was ranked number 1 in the category “Most innovative North American law firms: New working models” by The Financial Times and was 1 of 7 firms shortlisted for The American Lawyer’s inaugural Legal Services Innovation Award. The firm has been recognized by the National Law Journal as a Legal Technology Trailblazer and featured by Bloomberg for its innovative service delivery models, which drive accuracy and predictability. The firm’s commitment to innovation is embodied in Thompson Hine SmartPaTHTM – a smarter way to work – predictable, efficient and aligned with client goals. For more information, please visit ThompsonHine.com and ThompsonHine.com/SmartPaTH.

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The size-of-transaction threshold will increase to $133.9 million.

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Filing fees will increase, with a minimum fee of $35,000 for transactions valued at less than $189.6 million and a maximum fee of $2.46 million for transactions valued at more than $5.869 billion.

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The jurisdictional thresholds for filings under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act will increase, according to an <a href="https://www.ftc.gov/news-events/news/press-releases/2026/01/ftc-announces-2026-update-jurisdictional-fee-thresholds-premerger-notification-filings?utm_source=govdelivery">announcement</a> issued yesterday by the Federal Trade Commission (FTC).  These increases, which include a change in the size-of-transaction threshold from $126.4 million to $133.9 million, will take effect 30 days after publication in the Federal Register, on or about February16.

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HSR Jurisdictional Thresholds. Under the HSR Act, parties to a transaction must file the required notifications with the FTC and the Department of Justice, Antitrust Division (DOJ), and observe the 30-day statutory waiting period before closing if the transaction satisfies the size-of-transaction and size-of-person thresholds, absent an applicable exemption:

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If the jurisdictional thresholds are met and no exemption applies, an HSR filing is required.  Determining reportability under the HSR Act is often complex and requires careful analysis of applicable regulations and agency guidance. Failure to file when required constitutes a violation of the HSR Act and may result in civil penalties of more than $53,000 per day. 

HSR Filing Fees. The HSR filing fees and associated thresholds will also change for 2026:

Current Filing Fee

Updated Filing Fee

Updated Acquisition Value

USD$189.6 million—$<a>586.9 million</a>

This advisory bulletin may be reproduced, in whole or in part, with the prior permission of Thompson Hine LLP and acknowledgment of its source and copyright. This publication is intended to inform clients about legal matters of current interest. It is not intended as legal advice. Readers should not act upon the information contained in it without professional counsel.

This document may be considered attorney advertising in some jurisdictions.

https://admin.thompsonhine.com/wp-content/uploads/2026/01/FTC-Announces-Annual-Adjustment-to-HSR-Filing-Thresholds-for-2026.pdf

FTC Announces Annual Adjustment to HSR Filing Thresholds for 2026

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