What Happened: On February 12, 2026, the US District Court for the Eastern District of Texas vacated the Federal Trade Commission’s (FTC) 2024 Final Rule (Final Rule) that dramatically expanded the information and documentary requirements for Hart-Scott-Rodino (HSR) premerger notification filings. The court also stayed its order for seven days to allow the FTC to seek emergency relief from the Fifth Circuit. 

The Bottom Line: HSR filers must continue to file the new HSR form associated with the Final Rule until February 19, 2026. Unless the Fifth Circuit reverses or stays the District Court’s order, on February 20, 2026, companies can revert to filing the original HSR form used prior to the Final Rule. It may be prudent to continue to collect the additional information required by the Final Rule, as such information could become information sought from the agencies during the initial HSR waiting period. M&A parties should monitor further developments, as the FTC may seek appellate review of the Final Rule or attempt to reissue a new rule with a stronger justification.

The Full Story: Plaintiffs (including the US Chamber of Commerce (the Chamber) and industry groups) challenged the Final Rule under the Administrative Procedure Act (APA), arguing that the FTC exceeded its statutory authority and acted arbitrarily and capriciously. The FTC sought transfer from the Texas federal court to DC, and the plaintiffs moved for summary judgment. The court granted summary judgment, holding that the FTC failed to demonstrate that the Final Rule’s benefits reasonably outweighed its significant and widespread costs, as required by the HSR Act.

The court found that the FTC did not conduct or substantiate a meaningful cost-benefit analysis. While the Final Rule tripled the estimated average burden hours and cost per filing, the FTC did not provide evidence that the additional information would actually prevent illegal mergers or materially improve enforcement. Separately, a September 2025 Chamber survey found that the average time needed to complete a filing under the Final Rule was 20 business days, and costs went up from $80,000 to $155,000.

The court also found the FTC did not adequately explain its rejection of less costly, less burdensome alternatives, such as more targeted information requests. The court ordered universal vacatur of the Final Rule, finding that returning to the prior HSR process would not be unduly disruptive given its decades-long track record; however, the order is stayed for seven days to allow the FTC to seek emergency appellate relief. 

It is notable that even though the Final Rule was issued under the previous administration, the FTC vote was 5-0 with the two Republican commissioners in favor of the New Rule, which had been narrowed from the originally proposed rule. This is in contrast to the FTC’s position on the Noncompete Rule—also struck down by a district court in 2025—which was issued under the prior administration pursuant to a 3-2 vote along party lines. The FTC under Republican leadership withdrew its appeal of the cases striking down the Noncompete Rule. 

Conclusion: If the order is stayed by the Fifth Circuit pending an FTC appeal, there will be no immediate change in the status quo for HSR filings. If not, filings will revert to the prior form, and M&A parties will enjoy a less burdensome HSR filing process. Parties may want to continue to collect and prepare the additional information required by the Final Rule in the event that the antitrust agencies request such information in a voluntary access letter during the initial waiting period. Also, the additional information previously required by the Final Rule may become part of Second Requests for those transactions that get closer scrutiny by the agencies. The Hunton team will closely monitor the FTC’s next steps in this case.