Court Vacates the 2024 FTC HSR Filing Rule

Update (February 20, 2026):

The following developments have occurred since publication of this alert: On February 18, Judge Kernodle denied the FTC’s request to keep the New Rules in effect while it appeals to the Fifth Circuit. The following day, the Fifth Circuit issued an administrative stay of the district court’s order until further order. Given the briefing schedule, the New Rules will remain in effect until at least the end of the month, but the timing of a final decision on whether the new rules will stay in effect pending appeal is uncertain.

On February 12, 2026, Judge Jeremy Kernodle of the United States District Court for the Eastern District of Texas struck down the Federal Trade Commission’s expanded Hart-Scott-Rodino (HSR) Act filing requirements that went into effect last February (“Final Rule”). The court sided with the U.S. Chamber of Commerce and other business groups that challenged the Final Rule as unlawful under the Administrative Procedure Act.[1] The court vacated the Final Rule in full, denied the FTC’s cross-motion for summary judgment, and remanded the matter to the agency.

Court Views Final Rule as Exceeding FTC’s Authority

The court held that the FTC exceeded its statutory authority under the HSR Act because it failed to show that the Final Rule’s benefits reasonably outweigh their “significant and widespread costs.”[2]

The opinion emphasized that the costs to comply with the Final Rule are roughly “triple the costs to comply with the previous Form,” which according to FTC estimates took an average of 37 hours to complete, as compared to an estimated 105 hours under the Final Rule.[3] At the same time, the FTC failed to show that the Final Rule “would prevent any illegal mergers not already prevented by the previous Form” nor could it “identify a single illegal merger in the forty-six year history of the prior Form that the Final Rule’s new form would have prevented.”[4]

Further, the FTC’s claim that the Final Rule would preserve the agency’s resources was not enough to outweigh the increased costs and burden to filers.[5] The final nail in the coffin? The FTC failed to consider less burdensome alternatives like voluntary requests for more information where warranted.[6]

Practical Implications & What’s Next

The court stayed the vacatur of the New Rules for seven days to allow the FTC an opportunity to appeal to the Fifth Circuit.

• Through February 19, parties must continue to follow the Final Rule and use the current HSR form.
• Starting February 20, unless the Fifth Circuit grants an emergency stay, parties will need to go back to filing under the former HSR Act filing requirements and form.

We will provide further updates as this case develops.

[1] Chamber of Commerce of the United States v. Fed. Trade Comm’n, No. 6:25-cv-9 (E.D. Tex. Feb. 12, 2026).

[2] Id. at 2.

[3] Id. at 20.

[4] Id. at 22.

[5] Id. at 24-25.

[6] Id. at 29-30.