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Update to our February 2026 alert
This alert updates our February 2026 alert, in which we reported that a federal district court in Texas had vacated the FTC’s 2024 overhaul of the Hart-Scott-Rodino (HSR) premerger notification form in Chamber of Commerce of the United States of America v. FTC, Case No. 6:25-cv-9-JDK (E.D. Tex. Feb. 12, 2026). At that time, the court’s judgment was subject to a seven-day stay to allow the FTC to seek emergency appellate relief from the Fifth Circuit. The FTC did so, moving for a stay pending its appeal of the district court’s ruling.
On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied that motion. As a result, the district court’s judgment vacating the new HSR form is now effective immediately, with no further stay in place.
What this means in practice
The FTC has confirmed that it is now accepting HSR filings using the Form and Instructions that were in place before the February 10, 2025, effective date of the 2024 Final Rule. Filers should therefore revert to the pre-2024 form for any premerger notifications submitted going forward. The FTC has made the HSR Form and Instructions that were in place prior to February 10, 2025, available on its website and has indicated that additional filing guidance is forthcoming. For the vast majority of filers, the practical significance of this development extends beyond procedure. The restoration of the original form represents a substantial reduction in compliance burden because the 2024 overhaul had added approximately a dozen new categories of required disclosures.
Notably, the FTC has also indicated that it will continue to accept filings made pursuant to the February 10, 2025, Form and Instructions should any filer voluntarily decide to submit them. This accommodation provides some flexibility for parties who may have been well along in the process of preparing filings under the new form, though for most filers the path of least resistance will be to revert to the original, less burdensome form.
Looking ahead
While the Fifth Circuit’s denial of the stay does not constitute a ruling on the merits of the FTC’s appeal, it does reflect the court’s preliminary assessment that the FTC has not demonstrated a sufficient likelihood of success on appeal to warrant maintaining the new form in the interim. The merits of the appeal remain pending, and the FTC may still seek to reinstate some version of the expanded form through further litigation or a new rulemaking proceeding consistent with the district court’s holding.
As we noted in our February alert, the district court’s opinion made clear that any future HSR form expansion must be grounded in concrete evidence that the regulatory benefits outweigh the costs of compliance, not merely in agency assertions about what would have been helpful. That standard will shape whatever rulemaking efforts the agency pursues going forward.
What you should do now
For M&A parties and counsel currently in the deal process, the key immediate steps are as follows. First, any HSR filing not yet submitted may be prepared and filed using the pre-February 10, 2025, Form and Instructions (although the FTC has indicated that it will continue to accept filings made pursuant to the February 10, 2025, Form and Instructions). Second, parties that have already submitted filings under the new form should consult counsel about whether any implications flow from the transition back to the original form in the context of their particular transaction. Third, parties should monitor the FTC’s website for updated guidance and filing materials as the agency implements the court’s order.
Given the evolving nature of this area, experienced antitrust counsel should be involved early in deal planning to evaluate HSR filing obligations and any substantive antitrust considerations. To learn more about our antitrust capabilities, please contact any of the authors listed below or your usual Reed Smith lawyer.
Client Alert 2026-065
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