On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the Federal Trade Commission’s (“FTC”) motion for a stay pending appeal of the U.S. District Court for the Eastern District of Texas’s (the “District Court”) decision vacating the FTC’s 2024 Final Rule (the “2024 Rule”) revising the Hart‑Scott‑Rodino (“HSR”) premerger notification requirements, including the HSR premerger notification form and instructions. As a result, the District Court’s judgment is effective immediately.

Background

As discussed in our prior alert, on February 12, 2026, the District Court vacated the 2024 Rule revising the HSR premerger notification requirements, finding that the expanded filing requirements exceeded the FTC’s statutory authority and were arbitrary and capricious under the Administrative Procedure Act (“APA”). The District Court temporarily stayed its order to allow the FTC time to seek emergency relief from the Fifth Circuit. The FTC subsequently filed a motion requesting that the appellate court stay the vacatur pending appeal.

The Fifth Circuit denied the FTC’s motion for a stay pending appeal. Following that decision, the FTC’s Premerger Notification Office issued guidance confirming that it is immediately accepting HSR filings using the HSR Form and Instructions that were in place prior to the February 10, 2025, effective date of the 2024 Rule. The FTC also indicated that it is in the process of updating its website and related filing materials to reflect this change. Importantly, the FTC will continue to accept filings made using the February 10, 2025, HSR Form and Instructions for parties that voluntarily choose to submit them.

What This Means for HSR Filings

  • Pending transactions: Parties preparing HSR filings may immediately rely on the pre‑February 10, 2025, HSR Form and Instructions, which substantially reduce upfront document collection and disclosures.
  • Filings already in progress: Parties that have not yet filed should consider whether to pivot to the prior form to reduce burden, while taking into account transaction timing and other strategic considerations. Use of the prior form means significantly less disclosure than use of the form under the 2024 Rule.
  • Recently filed transactions: Filings submitted using the February 10, 2025, HSR Form and Instructions remain valid; refiling is not required.
  • Strategic considerations: Although use of the revised form is optional, parties should assess on a case‑by‑case basis whether voluntarily providing additional information may be advisable in transactions likely to draw heightened agency scrutiny.
  • Monitor developments: Because the FTC’s appeal remains pending, parties should continue to monitor developments that could again alter HSR filing requirements.