FTC Reverts to “Old” HSR Form After Fifth Circuit Denial of FTC Stay Motion

The Fifth Circuit’s denial of the FTC’s stay motion means the 2025 “expanded” HSR form and related rules are vacated, and the pre‑February 2025 HSR form and instructions are once again the operative requirements for reportable transactions.

What just happened

• On February 12, 2026, the Eastern District of Texas vacated the FTC’s 2024 rule that had overhauled the HSR form, finding the rule arbitrary and capricious and beyond the FTC’s statutory authority.

• The district court stayed its own vacatur briefly to allow the FTC to seek emergency relief, and the Fifth Circuit then issued an administrative stay that kept the new 2025 HSR form in place temporarily.

• On March 19, 2026, the Fifth Circuit denied the FTC’s motion for a stay pending appeal and lifted the administrative stay, so the district court’s vacatur of the new HSR rules took effect.

Practical effect on HSR filings

• With the stay denied and the rule vacated, the “old” HSR form and instructions (i.e., those in effect before February 10, 2025) are reinstated and govern current filings.

• The FTC’s Premerger Notification Office has confirmed that it is now accepting filings using the prior form and is updating its public materials accordingly.

• The FTC has indicated that filers may voluntarily continue to submit on the 2025 form if they wish, but there is no longer a legal requirement to comply with the expanded information requests that rule had imposed.

Current vs. vacated form

For deal planning and timing

• Transactions that trigger HSR now need to be prepared on the pre‑2025 form (and associated affidavit and certification formats) unless a party elects to voluntarily provide more.

• Parties who had been drafting under the 2025 form should coordinate quickly with antitrust counsel to re‑scope the submission package to the reinstated requirements and confirm with PNO practice as its guidance is updated.

• The underlying appeal on the merits continues, so there remains some medium‑term uncertainty, but as of now the governing rule set is the legacy HSR regime.