District Court Vacates HSR Reporting Requirements

Last week, a Texas federal district court vacated the Federal Trade Commission Final Rule from 2025 that expanded the information companies must include in Hart-Scott-Rodino ("HSR") premerger notifications.¹

The Final Rule, which went into effect in February 2025, greatly increased reporting burdens on parties to a merger or acquisition, including by requiring parties to provide narrative descriptions of their transaction rationale; produce all transaction-specific agreements; and disclose any subsidies received from foreign entities.²

Before the Final Rule had even gone into effect, a group of plaintiffs filed suit in the Eastern District of Texas challenging the rule's legality under the Administrative Procedure Act ("APA"). The plaintiffs included the U.S. Chamber of Commerce and the American Investment Council. Even though the Final Rule was proposed during the Biden administration, the current FTC, led by President Trump appointee Andrew Ferguson, defended the Final Rule.

On February 12, 2026, the district court granted summary judgment in favor of the plaintiffs, holding that the FTC had exceeded its authority under the HSR Act in promulgating the rule, and that the rule was the product of arbitrary and capricious decision-making by the FTC. Among numerous issues with the rule, the court found it noteworthy that the enhanced reporting requirements applied to all reportable transactions, even though the FTC opens an investigation into only 8% of HSR-reported mergers.³ In approving the Final Rule, the FTC had rejected numerous comments requesting that the Final Rule be limited to certain discrete types of transactions that are more likely to be of competitive concern.

Accordingly, the court vacated the Final Rule. However, the court stayed its vacatur for seven calendar days to allow the FTC to seek emergency relief from the Fifth Circuit Court of Appeals. At the time of publication, the FTC has not appealed the district court's order. The stay will expire tomorrow – Thursday, February 19, 2026. Until then, parties to a transaction must continue to follow the existing HSR filing requirements. After February 19, unless the FTC obtains a stay from the Fifth Circuit, HSR filings will revert to the pre-February 2025 reporting rules, meaning the expanded requirements implemented by the Final Rule will no longer apply. The FTC may provide further guidance in the coming days.

Interestingly, this decision from the Texas district court was issued just one day before the resignation of Gail Slater, whom President Trump appointed last year to lead the antitrust division at the Department of Justice.

UPDATE: On Thursday, February 19, 2026, the Fifth Circuit Court of Appeals granted an emergency motion by the FTC for a stay of the district court's order pending appeal. For the time being, all of the expanded requirements implemented by the Final Rule remain in effect.

Wiggin and Dana will continue to monitor and provide updates regarding this developing matter. Wiggin and Dana routinely advises clients in connection with the full range of antitrust matters, including in connection with HSR premerger reporting requirements.

Footnotes

1 The decision is Chamber of Commerce of the United States of America et al. v. Federal Trade Commission, et al., No. 6:25-cv-9-JDK (E.D. Tex. Feb. 12, 2026).

2 Wiggin and Dana detailed the additional requirements imposed by the Final Rule in a client alert issued at the time the rule was announced. See FTC Finalizes Dramatic Changes to HSR Premerger Filing, Wiggin and Dana, FTC Finalizes Dramatic Changes to HSR Premerger Filing – Wiggin and Dana LLP (October 11, 2024).

3 See Chamber of Commerce of the United States of America et al. v. Federal Trade Commission, et al., No. 6:25-cv-9-JDK (Feb. 12, 2026) at 24-25.

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