On February 19, 2026, the US Court of Appeals for the Fifth Circuit granted the Federal Trade Commission’s (FTC) motion to temporarily stay the US District Court for the Eastern District of Texas’s order vacating the 2024 Hart-Scott-Rodino (HSR) Premerger Notification Rules “until further order” while the parties brief the FTC’s motion to stay the district court’s order pending appeal. In the order granting the temporary stay, the Fifth Circuit set an accelerated briefing schedule as to whether the stay will apply for the pendency of the appeal on the merits. The FTC filed its brief on February 18, 2026; business association plaintiffs/appellees’ response to the motion for stay pending appeal is due February 23; and the FTC’s reply is due February 26. The temporary stay keeps the 2024 rules and HSR form in effect as of now.
We will continue to provide updates as this matter progresses.
On February 12, 2026, the US District Court for the Eastern District of Texas set aside and vacated the Federal Trade Commission’s (FTC) new premerger notification form and instructions. The 2024 Final Rule that amended the Premerger Notification Rules under the Hart-Scott-Rodino (HSR) Act, which became effective February 10, 2025, requires merging parties to submit substantially more documents and information to the FTC and US Department of Justice. In its decision, the court held that the new HSR rules were “arbitrary and capricious” under the Administrative Procedure Act and exceeded the FTC’s statutory authority under the HSR Act because the FTC had not shown that the additional information required was “necessary and appropriate” to determine if a proposed acquisition would violate the antitrust laws.
The court’s order is stayed for seven days to allow the FTC time to seek emergency relief from the United States Court of Appeals for the Fifth Circuit, which could include extending the stay until resolution of the case on the merits. If the order goes into effect, the new HSR rules will be vacated, and merging parties will need to make HSR filings using the prior, simpler HSR form. This development will not affect which transactions must be reported under the HSR Act – only the level of documents and information that must be included with the initial filing.
This is an evolving situation, so please stay tuned for continued updates and reach out to the authors with any questions.
On January 29, 2026, the US Department of Justice (DOJ) and United States Postal Service announced a $1 million payment to a whistleblower for reporting information about a criminal antitrust violation. The payment is the first under the DOJ’s and Postal Service’s new Whistleblower Rewards Program and was announced just six months after the program launched in July 2025.
On January 21, 2026, the Indiana Senate Committee on Judiciary voted unanimously to advance Indiana’s version of the Uniform Antitrust Pre-merger Notification Act (the Act). Indiana is poised to become the third state with a “mini-HSR” regime, following Washington and Colorado in 2025. Pending passage by the full legislature and signature by the governor, the Act is drafted to go into effect July 1, 2026.
On January 14, 2026, the Federal Trade Commission (FTC) released increased jurisdictional thresholds, filing fee thresholds, and filing fee amounts for merger notifications made pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (HSR Act). The FTC also revised thresholds for interlocking directorates under Section 8 of the Clayton Act.
