On February 19, 2026, the Fifth Circuit Court of Appeals granted the Federal Trade Commission (“FTC”)’s emergency motion to stay enforcement of a ruling from a federal judge in Texas that blocked the FTC’s February 2025 expansion of pre-merger reporting requirements under the Hart-Scott-Rodino (“HSR”) Antitrust Improvements Act of 1976. In its February 12, 2026 Order, the Texas federal court found that the “final rule exceeds the FTC’s statutory authority because the agency has not shown that the rule’s claimed benefits will ‘reasonably outweigh’ its significant and widespread costs.” Enforcement of the Court’s decision would halt the use of the new HSR form that has been in place since February 10, 2025. In response, the FTC filed a Notice of Appeal on February 18, 2026 and asked the District Court to extend a stay of the Order pending appeal. U.S. District Judge Jeremy D. Kernodle, however, denied the request, leaving that decision up to the Fifth Circuit. The FTC subsequently filed an unopposed emergency motion for an administrative stay and an opposed emergency motion for a stay pending appeal with the Fifth Circuit. The FTC argued in its filing that the lower court imposed an unfair standard “that finds no support in the caselaw, the APA, or the HSR Act.” The Fifth Circuit agreed to grant the administrative stay of the lower court’s order “until further order of our court is granted” and gave the U.S. Chamber of Commerce until February 23 to file its response to the motion for a stay pending appeal. Because of this ruling, clients making HSR filings in the near future can expect to continue using the new form. Further guidance is expected to be issued once the Fifth Circuit makes a ruling on the motion for a stay pending appeal. Lewis Rice’s HSR team will continue to monitor the evolving situation and provide updates to clients navigating the HSR filing process.
