Fifth Circuit Lifts Stay: FTC’s New HSR Form Vacated Effective Immediately

Following a series of procedural rulings, the FTC’s significant revisions in early 2025 to the HSR Notification and Report Form have been vacated and are no longer in effect.

The Eastern District of Texas had previously ruled on February 12, 2026, that the FTC’s rulemaking was “arbitrary and capricious” under the Administrative Procedure Act, vacating the rule but staying its judgment briefly to allow for appeal. The Fifth Circuit had issued a temporary stay of the district court’s order pending further briefing, leaving the new rules in place in the interim. 

On March 19, the Fifth Circuit lifted that stay, denying the FTC’s request to maintain the new form during the appeal. As a result, the district court’s judgment became effective immediately, and pre-February 10, 2025, filing procedures are again controlling. 

Shortly after the Fifth Circuit issued its order, the FTC stated that it will continue to accept filings made on the 2025 form should filers voluntarily choose to use it, but the operative requirements now revert to the prior HSR form and instructions that governed before February 2025. The agency is updating its website to reflect this change and will post relevant materials soon. 

Fenwick will continue to keep you apprised of developments.

 Key Takeaways  

• The pre-2025 HSR form is reinstated.  HSR filings should now be prepared using the prior form and instructions that were in effect before February 10, 2025.
• Optional use of the 2025 form. Filers may still submit under the vacated February 2025 form if they prefer; the FTC will process both.
• Reduced burden for most transactions. For now, transaction parties may benefit from a reduction in time and cost associated with using the shorter, pre-2025 form, but should stay alert for further developments in the appellate proceedings.
• Fifth Circuit still deciding on the merits. The Fifth Circuit’s eventual decision on the merits of the FTC’s appeal will determine whether any portion of the 2024 rulemaking survives.