Fifth Circuit Temporarily Stays District Court Ruling that New HSR Form is Invalid: What Merging Parties Should Know
20 February 2026
Key Points
- The HSR form that has been in effect for the past year remains in effect for the time being.
- On February 12, 2026, the U.S District Court for the Eastern District of Texas vacated the new HSR rule and form, which has been in effect since February 10, 2025, but stayed its decision for seven days pending appeal.
- On February 19, the U.S. Court of Appeals for the Fifth Circuit issued a temporary stay of the district court's decision while it considers the FTC's request for a full stay pending appeal.
- The Fifth Circuit has ordered a briefing schedule on the motion to stay pending appeal that concludes on February 26 but did not indicate when it would rule on the motion.
- We expect the Fifth Circuit to provide some amount of lead time should it decide to lift the stay. If it lifts the stay, parties would likely need to revert to the previous form, which is less burdensome overall but requires certain information that is not called for under the New HSR Filing Form.
- For filings anticipated to be filed after February 26, parties may want to consider collecting the limited additional information required for the previous HSR premerger notification form to avoid delays in the event that the stay is lifted.
