New (2025) HSR Rules Vacated: What’s Next?

Deidre Johnson, Marta Kelly, Joseph Rafferty, Derek Yee
Ropes & Gray LLP
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On February 12, 2026, the United States District Court for the Eastern District of Texas vacated the final rule that overhauled and dramatically expanded the premerger notification requirements for transactions subject to the HSR Act, which had taken effect on February 10, 2025 (the “New Rules”).

The Court also stayed the applicability of the order for seven days to allow the Federal Trade Commission (“FTC”) time to appeal.

If the Fifth Circuit does not grant emergency relief before February 19, 2026, the New Rules will be vacated, and HSR reportable transactions will be filed under the HSR rules that were in effect prior to February 10, 2025 (the “Original Rules”).

Period Applicable Rule/Form Action Required
Now – Feb. 18, 2026, 11:59 pm ET 2025 New Rules Parties must continue using the current expanded form during the seven-day stay.
Feb. 19, 2026 – Onward Pre-Feb. 2025 Rules Barring an emergency stay from the Fifth Circuit, the old form returns.

For parties with upcoming HSR reporting obligations, this has important implications, including:

Q&A
Must HSR filings submitted in the next seven days (before February 19, 2026) still use the New Rules HSR form? Yes
Which HSR form must be used for a filing on or after February 19, 2026? Until further FTC or Fifth Circuit guidance, parties should assume the HSR form under the Original Rules will be in effect for filings on or after February 19, 2026
Do parties with pending HSR filings under the New Rules need to re-file their HSR form? Most likely not, pending further guidance from the FTC, which is expected soon
If a filing under the New Rules will be withdrawn and refiled on or after February 19, 2026, will the New Rules or Original Rules apply to the refiling? Until further FTC guidance, or a Fifth Circuit order, parties should assume the re-filing could be under the New Rules
Does returning to the HSR form under the Original Rules mean HSR filings can be prepared with greater speed and efficiency? We expect yes
What information can filings made after February 19, 2026 omit if the New Rules are overturned?
  • Officer and director overlap disclosures
  • Ordinary course of business documents prepared for a company’s board of directors or CEO, though parties will still be required to submit transaction-related competitive analyses that were shared with officers, directors, and investment committees
  • Detailed descriptions of current or in-development products or services
  • Narrative analyses of overlaps with the counterparty
  • Customer lists for overlapping products or services
  • Vertical links among the parties and their competitors
  • Transaction rationales
  • Disclosures of U.S. Department of Defense contracts
Will filing thresholds or filing fees change? No
Will subsidies information continue to be required? Possibly, due to the requirements of the Merger Filing Fee Modernization Act of 2022
Will the broader requirements to produce drafts of transaction-related competitive documents still apply? No, as before the New Rules, only the final versions or most recent drafts (if no final) will be relevant
How should parties approach filing deadlines in transaction agreements? Parties may wish to approach filing deadlines flexibly and strategically, especially for deals expected to file in, or shortly after, the anticipated transitional period
Do we expect any material difference in preparing for agency engagement on transactions with nominal overlaps? No
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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations. Attorney Advertising.

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