Fifth Circuit Denies FTC Stay – Expanded HSR Form Vacated, Old Rules Reinstated Immediately

Big win for filers: Less burdensome HSR filings are back.

On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the Federal Trade Commission's motion for a stay pending appeal. This lifts any hold on the district court's earlier vacatur of the FTC's sweeping 2024 overhaul to the Hart-Scott-Rodino (HSR) premerger notification form (effective February 10, 2025).

Key impacts:

• The district court's judgment is effective immediately.
• The FTC is now accepting HSR filings using the pre-February 10, 2025 form and instructions — the simpler, less expansive version in place before the 2025 changes.
• The agency is updating its website and preparing old-form materials for filers.
• Filers may voluntarily still use the 2025 form and instructions if they choose.

The vacated 2025 changes had increased filing burdens for many deals while drawing criticism for exceeding FTC authority and failing proper cost-benefit analysis (as held in Chamber of Commerce v. FTC, E.D. Tex.).

With the appeal ongoing (the FTC brief due April 2026), the old form governs for now. This provides significant relief for dealmakers facing reportable transactions.

Action items for parties:

• Prepare and submit using the pre-2025 HSR form unless strategically electing otherwise.
• Monitor FTC website updates for restored materials.
• Factor potential future appellate developments into deal timing and agreements.