- with readers working within the Business & Consumer Services industries
- within Insolvency/Bankruptcy/Re-Structuring topic(s)
Executive Summary
On February 19, 2026, the Fifth Circuit granted the FTC's request for an administrative stay of the Eastern District of Texas decision vacating the 2024 HSR Final Rule, preserving the Rule until further order of the court. The 2024 Rule and current filing form therefore remain in effect, and filers must continue to comply with its reporting requirements until further notice.
The Fifth Circuit ordered an expedited briefing schedule with the Plaintiffs' response brief due on February 23, 2026 and the FTC's reply brief due on February 26, 2026. Until further action by the Fifth Circuit, the current HSR Rules and current HSR filing form remain in effect. The Court's decision does not affect the 2026 HSR jurisdictional thresholds or filing fees.
Immediate Takeaways for HSR Filers
- 2024 Final Rule remains in effect: The Fifth Circuit's administrative stay preserves the applicability of the 2024 HSR Final Rule. Filers must continue complying with all 2024 Rule requirements.
- No impact on 2026 thresholds or fees: The Court's ruling does not affect the 2026 HSR jurisdictional thresholds and filing fees.
- Broader stay pending appeal under review: The Fifth Circuit is expected to rule on the FTC's motion for a stay pending appeal shortly after the filing of the response brief (Feb. 23) and the reply brief (Feb. 26). Filers should monitor developments while maintaining compliance with the 2024 Final Rule.
Background
The case was brought by the Chamber of Commerce of the United States, Business Roundtable, American Investment Council, and Longview Chamber of Commerce against the FTC and its Chair and Commissioners.
On February 12, 2026, the U.S. District Court for the Eastern District of Texas vacated the FTC's 2024 HSR Final Rule (Premerger Notification; Reporting and Waiting Period Requirements), concluding that it exceeded the FTC's statutory authority and was arbitrary and capricious. The District Court stayed its vacatur for seven days to permit the FTC to seek emergency relief.
The Fifth Circuit has now granted an unopposed administrative stay, preserving the status quo while it considers the FTC's request for a stay pending appeal.
Practical Implications
- Filers should continue following the 2024 Final Rule and using the corresponding 2024 forms.
- The 2024 Rule remains fully applicable during the administrative stay.
- If the Fifth Circuit denies the stay pending appeal and no further relief is granted, the District Court's vacatur would take effect, and filers would revert to the pre-February 2025 HSR reporting rules.
- The Fifth Circuit is expected to rule on the stay pending appeal shortly after February 26, following the filings of the Appellees' response brief (Feb. 23) and the FTC's reply brief (Feb. 26). Further procedural developments could affect timing.
- The 2026 jurisdictional thresholds and filing fees remain unchanged.
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
