FTC Reverts to Old HSR Form

The old Hart-Scott-Rodino (HSR) regime is back. On March 19, 2026, the U.S. Court of Appeals for the Fifth Circuit denied the Federal Trade Commission’s (FTC) request to stay the order of the District Court for the Eastern District of Texas vacating the new HSR rules pending the FTC’s appeal. On February 12, 2026, the District Court tossed out the FTC’s overhaul of the HSR premerger notification program, in effect since February 2025, concluding that the FTC exceeded its statutory authority by failing to show that the benefits of the overhaul outweighed its costs. The Fifth Circuit’s denial of a stay means that, while the FTC’s appeal remains pending, parties are no longer required to make HSR filings under the new regime, which imposed substantially greater burdens and related costs on transacting parties.

The FTC quickly announced that it will now accept HSR filings under the old form, but parties may continue to use the new form if they so choose. The District Court’s order setting aside the 2025 HSR overhaul—and thus the return of the old form—will remain in effect until the Fifth Circuit decides the merits of the FTC’s appeal. Importantly, the HSR reportability thresholds and filings fees remain the same whether the parties choose the old or new form.