CLIENT ALERT: Federal District Court Strikes Down FTC’s Recently Amended Hart-Scott-Rodino Filing Form; Parties May Revert to Prior Form While FTC’s Appeal to Fifth Circuit Is Pending

2026 Filing Thresholds and Fees Unaffected by Litigation

In what has become the latest litigation drama over a sweeping regulatory initiative, the Federal Trade Commission’s 2024 amendments to The Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”), premerger notification form have been vacated following a legal challenge. On February 12, 2026, a federal district court in Texas granted summary judgment to challengers seeking to invalidate the agency’s overhaul of premerger reporting requirements—the first such overhaul in the HSR Act’s nearly 50-year history. Although the Fifth Circuit initially issued an administrative stay while considering the FTC’s emergency motion, on March 19, 2026, the Fifth Circuit denied the FTC’s motion for a stay pending appeal, making the district court’s vacatur effective immediately. As a result, parties may now comply with the HSR Act’s filing requirement using the pre-2024 HSR Act form. The FTC also announced that it will continue to accept filings voluntarily submitted under the amended form.

Background

In October 2024, the FTC unanimously adopted changes to the filing requirements for the premerger notification form under the HSR Act. The amended form required merging parties to include additional information regarding the filing parties from deal team supervisors, documents (including non-final drafts) sent to board members, descriptions of overlapping business lines, disclosures of investors in the acquiring company, and details regarding private equity and other minority stakeholders.

The FTC has vigorously defended the overhaul as a long-overdue modernization of the HSR Act regime, designed to reflect changes in the marketplace, strengthen ability of federal agencies to identify and prevent unlawful mergers, and streamline the overall merger review process.

The changes went into effect on February 10, 2025, which substantially increased the time and cost burdens associated with the HSR Act filing process. Shortly before the new rules went into effect, a coalition of plaintiffs led by the U.S. Chamber of Commerce and other business groups filed suit in the Eastern District of Texas alleging that the amended form requirements violate the Administrative Procedure Act, as amended (“APA”), by exceeding congressional limits on notification requirements and imposing cost burdens that cannot be justified. 

On February 12, 2026, U.S. District Judge Jeremy D. Kernodle of the Eastern District of Texas granted the plaintiffs’ motion for summary judgment, finding 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.” Judge Kernodle further held that the rule was “arbitrary and capricious” under the APA, noting that “[t]he FTC also did not adequately explain its rejection of less costly and burdensome alternatives.” 

The FTC appealed the ruling, and on February 19, 2026, the Fifth Circuit issued a temporary administrative stay of the district court’s judgment while it considered the FTC’s emergency motion. On March 19, 2026, however, the Fifth Circuit denied the FTC’s motion for a stay pending appeal. As a result, the district court’s judgment vacating the amended HSR Act form is now effective, and the FTC is now accepting HSR filings using either the form and instructions that were in effect prior to the February 2025 changes, as well as the amended form (on a voluntary basis).

Notably, the district court’s ruling rested on procedural grounds—namely, that the FTC failed to demonstrate that the rule’s benefits reasonably outweighed its costs—rather than a rejection of the FTC’s authority to modify the HSR Act form. The Fifth Circuit’s March 19 order addressed only the stay motion and did not reach the merits of the appeal, meaning that future rulemaking (and litigation) remains possible. Given the previous bipartisan support among the FTC’s commissioners for changes to HSR Act filing requirements, the FTC may still promulgate revised HSR Act filing requirements, and a permanent return to the pre-2025 regime appears unlikely.

Amended HSR Act Thresholds and Fees

Meanwhile, on January 14, 2026, the FTC announced the updated HSR Act notification thresholds and filing fees for 2026, which became effective on February 17, 2026. For example, the minimum size of transaction threshold—often referred to as the “$50 million (as adjusted)” threshold—increased from $126.4 million in 2025 to $133.9 million in 2026. A comprehensive table of revised notification thresholds is attached as Appendix A to this Client Alert. The revised filing fee schedule, which is attached as Appendix B to this Client Alert, ranges from $35,000 for transactions less than $189.6 million to $2,460,000 for transactions valued at $5.869 billion or more. Parties contemplating transactions, including the acquisition of voting securities, near the threshold levels should take care to determine reportability based on the threshold in effect at the time of closing. Filing fees, however, are determined by the value of the transaction at the time of filing. 

Olshan is actively monitoring developments in this space and will provide updates on future HSR Act-related rulemaking and litigation.

Please contact the Olshan attorney with whom you regularly work or one of the attorneys below if you would like to discuss further or have questions regarding the litigation or HSR filing obligations.

Appendix A

2026 HSR Act Notification Thresholds

Appendix B

2026 HSR Filing Fee Schedule

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