Breaking: Fifth Circuit Denies FTC Stay; Pre-2025 HSR Rules Reinstated

On March 19, 2026, the Fifth Circuit Court of Appeals denied the Federal Trade Commission’s (FTC) request for a stay pending appeal of a district court decision that struck down the agency’s sweeping overhaul of the Hart-Scott-Rodino (HSR) merger filing requirements. As a result, companies may now revert to using the HSR filing form that was in effect prior to the February 2025 rule changes.

Background

On February 10, 2025, the FTC’s sweeping changes to the HSR notification and report form (the new HSR Rules) went into effect. The new HSR Rules applied to all filers, regardless of whether the underlying transaction raised competitive concerns, drawing immediate criticism from the business community.

On August 1, 2025, the U.S. Chamber of Commerce, joined by several trade associations, moved for summary judgment in its lawsuit against the FTC, seeking to overturn the new HSR Rules.

The District Court Ruling

As previously reported, on February 12, 2026, the district court granted summary judgment in favor of the plaintiffs, vacating and setting aside the new HSR Rules in their entirety. The FTC moved quickly, requesting that the district court’s order be stayed pending appeal. On February 19, 2026, the Fifth Circuit granted an administrative stay during which filing parties were advised to continue using the new HSR form “until further notice.”

The Fifth Circuit’s Decision

In its March 19, 2026, order, the Fifth Circuit declined to stay the district court’s decision finding the new HSR Rules unlawful while the FTC pursues its appeal. As a result, the new HSR Rules are no longer enforceable.

What This Means for Filers

The immediate practical consequence is that, at least until the court rules on the merits of the case, companies may now revert to the HSR filing requirements that were in place prior to February 10, 2025.

• The FTC Premerger Notification Office has confirmed that, as a result of the Fifth Circuit’s order, the FTC is now accepting HSR filings using the HSR form and instructions that were in place prior to February 10, 2025.
• The FTC is in the process of updating its website to implement the court’s order and will be making relevant HSR filing materials available to filers soon.
• The FTC and the Antitrust Division of the Department of Justice will continue to accept HSR filings made pursuant to the (now vacated) new HSR Rules should filers voluntarily decide to submit them.