The ruling impacts those with HSR filings expected to be submitted on or after February 20, 2026.
A federal court in the Eastern District of Texas issued a significant ruling on February 12, 2026, vacating the “new” Hart-Scott-Rodino (HSR) premerger notification form that took effect in February 2025. The court stayed its order until February 20, 2026, to allow the Federal Trade Commission (FTC) time to decide whether to seek an emergency appeal and/or stay of the ruling. The case was brought to challenge the FTC’s expanded reporting requirements that have increased the burden on companies filing premerger notifications.
Where Things Stand Now
While the court allows the FTC time to decide whether to seek emergency relief from the Fifth Circuit, the new HSR form remains in effect until next Friday, February 20. If the FTC obtains emergency relief, the expanded new form likely will remain in effect during an appeal. If no relief is granted, we expect filers will revert to the shorter HSR form that governed prior to 2025 as soon as February 20.
What to Expect From the FTC
The FTC may pursue several avenues in response. Most immediately, it could seek emergency relief in the Fifth Circuit, including a stay pending appeal and potentially expedited briefing. In parallel, the agency may issue public guidance addressing how it will handle pending and imminent submissions in light of the district court’s order and any appellate developments. Historically, when courts vacate agency rules, regulators often move quickly to issue direction aimed at avoiding disruption and explaining transition procedures.
What This Means for Your Transactions
If you have a pending or imminent HSR filing that you expect to submit on or after February 20, you should prepare for two potential tracks: continued application of the new form if the Fifth Circuit grants a stay, or a transition back to the prior form if it does not. While the old form is less burdensome, the differences between the two versions may require some time to address in your filing preparations.
We are closely monitoring the FTC’s court filings and public guidance as well as any Fifth Circuit decisions, and will provide updates as the situation develops.
