HSR in Flux: What Dealmakers Need to Know

Spoiler alert: The New Rules will remain in effect pursuant to an administrative stay until further order of the Fifth Circuit.

On February 12, 2026, the United States District Court for the Eastern District of Texas granted summary judgment in favor of the U.S. Chamber of Commerce and other business groups (collectively, the “Chamber of Commerce”). The court’s ruling vacated the final rule that had overhauled and significantly expanded the premerger notification requirements for transactions subject to the HSR Act (the “New Rules”). The New Rules had taken effect on February 10, 2025.

On February 18, 2026, the Federal Trade Commission (the “FTC”) filed a notice of appeal with the Fifth Circuit. On February 19, 2026, the Fifth Circuit granted a temporary administrative stay of the district court’s decision, which remains in effect pending further order of the court related to the FTC’s emergency application for a stay pending its appeal of the district court’s ruling vacating the New Rules. The Chamber of Commerce’s response to the requested stay is due February 23, 2026, and the FTC’s reply brief is due February 26, 2026.

For parties with upcoming HSR filings, there are several important implications:

• The New Rules and HSR form remain operative for now. Until further court action or agency guidance, parties should plan filings that will be submitted under the New Rules.
• Uncertainty remains regarding timing and future requirements. The FTC’s appeal and the related stay mean applicable requirements could change again on short notice.
• Transaction agreements should retain flexibility. Parties may consider drafting filing covenants and outside dates to account for potential timing or filing requirement changes.
• Preparation timelines may be more variable than usual. A reversion to prior requirements (such as more granular revenue reporting and the use of 10-digit product codes) could materially affect the scope and timing of preparation.
• Structure decisions continue to matter. As under the prior regime, the identity of the filing entity, the complexity of the buyer structure, and the availability of prior filing information can materially affect preparation timelines.
• Early coordination with counsel remains critical. Given the evolving environment, advance planning can help mitigate disruption.
• Parties nearing signing should assess timing strategy. Depending on transaction-specific risk tolerance and timing constraints, parties may consider whether to accelerate or defer filings.

We will continue to keep you advised of developments as they unfold.