The New HSR Form Survives for Now, Despite Last Week’s Lower Court Injunction

It has been a tumultuous week for parties with M&A transactions subject to the Hart-Scott-Rodino Act’s premerger notification requirements.

On February 12, 2026, a Texas federal court struck down the most significant change to HSR rules in five decades in response to a lawsuit brought by the U.S. Chamber of Commerce. The new HSR rules made sweeping changes to HSR reporting obligations in the closing days of the Biden Administration with bi-partisan support from all five FTC Commissioners. The Trump Administration’s FTC had supported the expanded HSR reporting requirements, with FTC Chair Andrew Ferguson calling the rewrite “a lawful improvement over the status quo” and a “common-sense” fix for shortcomings in the old HSR system.

On February 19, 2026, the U.S. Court of Appeals for the Fifth Circuit granted the FTC’s request for an emergency stay, keeping the new HSR form in place until the FTC’s appeal can be decided.

The new HSR form generated controversy because it significantly increased the time and burden of preparing HSR filings. The U.S. Chamber of Commerce has referred to the new HSR form as “an onerous merger tax.” In response, the Trump Administration’s FTC referred to the Chamber as a “left-wing” organization. 

The Honigman antitrust team previously covered the expanded HSR rules here.

Key Takeaways

• Continue Using the New Rules & New HSR Form. For now, and until the Fifth Circuit’s stay is lifted, parties are required to submit HSR filings using the new HSR form and instructions.
• Build Additional Time & Flexibility into HSR Filing Preparations. While the new HSR form remains in effect for now, the Fifth Circuit could force parties to revert to using the old HSR form. Consider including contractual provisions in merger agreements that provide for extensions or adjustments if the new HSR rules are enjoined. Parties with particularly time-sensitive transactions may wish to prepare filings using both the new and the old form to provide greater flexibility as the Fifth Circuit appeal develops.
• Continue to Monitor the Litigation Closely. The FTC’s appeal to the Fifth Circuit may proceed quickly, with oral arguments occurring as early as this spring. Remain in close contact with antitrust counsel and continue to follow developments.