Overview
- On February 12, 2026, Judge Jeremy D. Kernodle of the Eastern District of Texas vacated the FTC’s 2024 rule that expanded Hart‑Scott‑Rodino premerger filing requirements.
- The ruling is stayed for seven days, and the FTC’s Premerger Notification Office has told parties to keep using the expanded form through February 19, 2026.
- Absent appellate relief, HSR filings are expected to revert to the prior form starting February 20, though statutory thresholds, exemptions, waiting periods, and fees remain unchanged.
- The court held the FTC exceeded its HSR Act authority and acted arbitrarily and capriciously, citing estimated compliance burdens roughly tripling from about 37 to 105 hours and the agency’s inability to identify any past unlawful merger the changes would have prevented.
- The FTC may seek an emergency stay and appeal to the Fifth Circuit, which could extend the pause and keep the new form in effect during the case, a process that could take months to resolve.