Executive Summary
On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the FTC’s motion for a stay pending appeal of the Eastern District of Texas’s decision vacating the 2024 HSR Final Rule. As a result, the district court’s vacatur remains in effect, and the expanded HSR filing requirements that have been in place since February 2025 are not currently operative. While the FTC announced that parties can voluntarily continue to follow the expanded Form and Instructions requirements that were overturned by the District Court’s decision, filing parties are not required to do so and the FTC will accept HSR filings using the “old” pre-February 2025 Form effective immediately.
The FTC’s appeal remains pending, and the FTC may still seek further appellate relief, including en banc review or emergency relief from the Supreme Court. Parties should continue to monitor developments closely.
Immediate Takeaways for HSR Filers
- The pre-February 2025 HSR rules are currently operative (as of March 19, 2026): HSR filers should revert to the pre-February 2025 HSR form and follow the applicable pre-February 2025 documentary and information requirements.
- FTC confirms acceptance of pre-February 2025 form: The FTC has announced that it is accepting HSR filings using the form and instructions in place prior to February 10, 2025. The agency will also accept filings made using the February 10, 2025 form if submitted voluntarily.
- No changes to 2026 thresholds or filing fees: The Court’s ruling does not impact jurisdictional thresholds or filing fees for 2026.
- Litigation risk remains: The appeal is ongoing. The FTC could obtain relief at a later stage, which could reinstate the 2024 HSR Final Rule at a later date. The FTC’s appeal brief is due on April 20, 2026
- Possible additional HSR rulemaking: Separate from the ongoing litigation, a Senior Advisor to FTC Chair Ferguson recently announced that the FTC has been working on a request for information regarding the rules recently overturned by the District Court. This may result in additional HSR rulemaking by the FTC, although this is likely to be a somewhat lengthy process and is unlikely to result in a near-term reversion to the rules that were held unlawful and vacated by the District Court.
Background
The case was brought by the Chamber of Commerce of the United States, Business Roundtable, American Investment Council, and Longview Chamber of Commerce against the FTC and its Chair and Commissioners.
- On February 12, 2026, the Eastern District of Texas vacated the FTC’s 2024 HSR Final Rule, finding it exceeded the agency’s statutory authority and was arbitrary and capricious. The district court initially stayed its vacatur for seven days to allow the FTC to seek emergency relief.
- On March 19, 2026, the Fifth Circuit denied the FTC’s opposed motion for a stay, leaving the district court’s vacatur operative.
Practical Implications
- Return to pre-February 2025 HSR filings: The expanded requirements under the 2024 HSR Final Rule—including additional document production requirements, narrative market analyses, supervisory deal team custodian disclosures, customer/supplier lists, officer/director disclosures, and target prior acquisition information—are no longer required while the litigation continues. NAICS reporting, including 10-digit manufacturing NAPCS codes, reverts to the pre-February 2025 rules.
- Follow pre-February 2025 HSR requirements: Filers should use the pre-February 2025 HSR form and complete Items 4(c), 4(d), and 8, as applicable.
Bottom Line
The district court’s vacatur of the 2024 HSR Final Rule is currently operative. Filers should follow the pre-February 2025 HSR rules and monitor the ongoing appeal for potential reinstatement of the 2024 requirements or potential changes through additional rulemaking by the FTC.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
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