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After a US district court vacated the rules implementing the FTC & DOJ’s overhaul of the HSR reporting regime, the FTC appealed the decision to the Fifth Circuit. At the time, due to a temporary stay of the order while the Fifth Circuit considered the FTC’s request for a stay pending appeal on the merits, HSR filings were still being prepared under the new regime. That’s no longer the case, as of late last week.

That’s because a Fifth Circuit panel ruled against the FTC on its motion for a stay pending appeal, so the district court’s ruling is currently in effect. The FTC’s Premerger Notification Program posted these notices:

IMPORTANT NOTICE: On March 19, 2026, the U.S. Court of Appeals denied the Commission’s motion for a stay pending appeal. Therefore, the district court’s judgment vacating the new form is effective immediately. The Commission is now accepting HSR filings using the Form and Instructions that were in place before the February 10, 2025, effective date of the new rule. The agency is in the process of updating its website to effectuate the court’s order and will be making relevant HSR filing materials available for filers soon. The agency will continue to accept HSR filings made pursuant to the February 10, 2025, Form and Instructions should filers voluntarily decide to submit them. (03/19/26)

The HSR Form and Instructions that were in place prior to February 10, 2025, are now available. Additional filing guidance is forthcoming. Please also refer to the PNO’s submission requirements and tips. (03/20/26)

Gibson Dunn shares these key takeaways:

The 2024 Rule Is No Longer in Effect. As of March 19, 2026, the premerger notification requirements have reverted to the prior HSR rule. While transacting parties may opt to file under the 2024 Rule’s form, there is no obligation to do so. Regardless of the FTC’s decision, the Court’s decision will not affect the recently-announced jurisdictional thresholds and filing fees for 2026.

The FTC May Promulgate Revised HSR Filing Requirements. The Court’s decision rests on procedural grounds, not a rejection of the FTC’s authority to modify the HSR form. Given the previous bipartisan FTC support for changes to HSR filing requirements, the FTC still may promulgate a new, more burdensome rule with a more developed administrative record. Dealmakers should not expect a permanent return to the pre-2024 filing regime.

Agency Staff Retain Significant Investigative Tools. Despite the 2024 Rule’s vacatur, FTC and DOJ Antitrust Division staff retain authority to request similar information from merging parties on a voluntary basis during the initial HSR waiting period, and on a mandatory basis at a later stage for transactions that trigger a Second Request. The practical implication: the information the FTC sought to require upfront through the 2024 Rule, including ordinary course business documents, will likely still be requested in transactions that draw agency interest.

We’re posting memos in our “Antitrust” Practice Area.

– Meredith Ervine