Federal Court Vacates FTC’s Expanded HSR Form Rules: Key Implications for Merger Filings

On February 12, 2026, the Eastern District of Texas vacated the US Federal Trade Commission’s (FTC) new rules that produced the burdensome, significantly expanded Hart‑Scott-Rodino (HSR) notification form (Form) that has been in effect since February 2025 for notifying transactions to federal antitrust agencies.

Immediate Implications

The current Form requirements remain in place for all filings through February 19th. The FTC may appeal the decision and move for an extension of the operative stay pending an appeal. By February 19th, filing parties will know whether the current Form will remain in place beyond the initial seven-day stay depending on any Fifth Circuit ruling.

Key Takeaways

1. Filings submitted using the current Form are valid with no impact on prior HSR clearances or early terminations.
2. Filing parties should continue to use the current HSR Form for any filings that need to be made on or before February 19, 2026.
3. Filing parties should continue to use the existing HSR Form for any filings to be made after February 19, 2026, until further notice. Precipitating events under which we would revert to the former Form include either (a) no FTC appeal or (b) the Fifth Circuit’s denial of a motion to extend the stay pending the appeal. Converting to the former Form should not be difficult in most cases.
4. No impact on HSR reportability analysis or updates to the 2026 thresholds. The rules and guidance applicable to whether parties have to file, availability of exemptions, etc. remain unchanged.

What’s the big picture?

The FTC could return with a revised (more defensible) rulemaking, for example, by proposing a rule that falls in the middle ground between the current, expanded HSR Form and the former Form. The process could take more than a year, as the agency will need to develop a record to defend such a rule, and the rulemaking would require a notice period and time to consider public comments. In that event, filing parties would use the operative Form (resulting from stay rulings) until any new rule introducing a revised Form goes into effect.

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