On February 12, 2026, a federal judge in the Eastern District of Texas vacated the Federal Trade Commission’s (FTC) final rule promulgating a new Hart-Scott-Rodino (HSR) Act premerger notification form (Final Rule).1 The FTC published the Final Rule in October 2024,2 and the new HSR form became effective one year ago this week on February 10, 2025.
The Final Rule significantly expanded the information and documents required from merging parties and marked the first major overhaul of the notification form in more than 40 years. See our prior alert describing the changes here.
The US Chamber of Commerce and others sued last year,3 challenging the Final Rule on several grounds under the Administrative Procedure Act (APA)—including arguing that the Final Rule exceeds the FTC’s authority under the HSR Act. Judge Jeremy D. Kernodle agreed and issued an order finding that the Final Rule is not “necessary and appropriate,” as required by the authorizing statute,4 and is “arbitrary and capricious.” The court focused heavily on the increased costs that filers incur to meet the Final Rule’s expanded requirements. It determined that those costs were not “reasonably outweigh[ed]” by the potential benefits to the US antitrust agencies in improving their HSR merger reviews, finding that the FTC had presented little to no evidence of such benefits.
The order is stayed for seven days to allow the FTC time to seek an emergency appeal to the Fifth Circuit. We expect the FTC will do so. At least until February 19, 2026, the new HSR form will remain in effect and merging parties should proceed with that form. The Fifth Circuit or Judge Kernodle could grant a further stay pending appeal. We will update this space with further updates as they become available.
