A federal judge in Texas vacated the Federal Trade Commission's expanded Hart-Scott-Rodino premerger notification rule on February 12, 2026, and the agencies' own filing guidance now directs merging parties back to the form that was in place before February 10, 2025. The Commission has appealed; the vacatur is in effect while that appeal proceeds.
The practical consequence for deal planners is narrow but concrete. The statutory architecture of premerger review — who must notify, how long the parties must wait, what the agencies may demand — is unchanged, because it sits in the Hart-Scott-Rodino Antitrust Improvements Act itself. What changed is the disclosure form built on top of that architecture, and which version of it the agencies will accept.
This piece is legal information, not legal advice. It characterizes each filing, order, and agency notice from the document itself, and states the matter's procedural posture rather than predicting how the appeal will end.
What did the court actually decide?
The U.S. District Court for the Eastern District of Texas, Tyler Division, granted summary judgment to the challengers and set aside the Commission's 2024 amendments to the premerger notification rules and form. The case is Chamber of Commerce of the United States of America, et al. v. Federal Trade Commission, et al., No. 6:25-cv-9-JDK, and the opinion was signed by Judge Jeremy D. Kernodle on February 12, 2026.
The opinion rested on two independent grounds under the Administrative Procedure Act, the statute that governs how federal agencies make rules and how courts review them. The court held that the rule exceeded the Commission's statutory authority within the meaning of 5 U.S.C. § 706(2)(C), reading the Hart-Scott-Rodino Act's authorization to require that a rule's benefits reasonably outweigh its costs, and concluding the Commission had not made that showing.
Separately, the court held the rulemaking arbitrary and capricious under 5 U.S.C. § 706(2)(A), finding that the Commission had not adequately weighed the rule's costs against its expected benefits and had not given a reasoned explanation for rejecting less burdensome alternatives. Because each ground was independently sufficient, the court vacated the rule rather than remanding it without vacatur.
The challenge was brought by the Chamber of Commerce of the United States of America together with Business Roundtable, the American Investment Council, and the Longview Chamber of Commerce. According to docket entries compiled by Georgetown Law's litigation tracker, the complaint was filed January 10, 2025, amended May 8, 2025, and briefed on summary judgment beginning August 1, 2025, with the Commission filing a notice of appeal on February 18, 2026.
Which HSR form must filers use now?
The version that predates the vacated rule. In a notice dated March 19, 2026, the Commission advised that the appeals court had denied its motion for a stay pending appeal and that, as a result, "the district court's judgment vacating the new form is effective immediately." A notice the following day stated that "the Agencies are 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 agencies did not treat the newer form as forbidden. The March 19 notice added that they "will continue to accept HSR filings made pursuant to the February 10, 2025, Form and Instructions should filers voluntarily decide to submit them." Current status notices, guidance documents, and monthly transaction counts are posted on the Commission's Premerger Notification Program page, which the agencies have used to communicate each step of the litigation to filers.
Two dates anchor the sequence. The Commission finalized the expanded form in October 2024 and it took effect February 10, 2025; the district court vacated it February 12, 2026, roughly two years after adoption and a little over a year after it began applying to filings.
How does the premerger waiting period actually work?
Premerger notification is a mandatory disclosure-and-wait regime that requires parties to reportable transactions to file with both antitrust agencies and to refrain from closing for a fixed period. The mechanics are set by 15 U.S.C. § 18a and the implementing rules, and they did not change when the form did.
- Both parties file the notification form and pay the applicable filing fee, which is owed by the acquiring person.
- An initial waiting period runs from receipt and ends, in the statute's words, "on the thirtieth day after the date of such receipt (or in the case of a cash tender offer, the fifteenth day)."
- The reviewing agency may terminate the waiting period early, allowing the parties to close before it expires.
- If the agency needs more, it issues a Second Request for additional information, which suspends the clock and prevents the parties from completing the transaction.
- After the parties substantially comply, the statute gives the agency "an additional period of not more than 30 days (or in the case of a cash tender offer, 10 days)" to review what was produced; the parties and the government may agree to extend that timetable.
At the end of review, the Commission describes three outcomes: close the investigation and let the deal proceed unchallenged; enter a negotiated consent agreement containing provisions intended to restore competition; or seek to stop the transaction by filing for a preliminary injunction in federal court. Absent a court order, the parties may close once the waiting period expires.
What size of deal triggers a filing in 2026?
The reporting thresholds are indexed annually to changes in gross national product, so the dollar figures move even when the rules do not. The adjusted thresholds and filing fees announced by the Commission for 2026 took effect February 17, 2026.
| Statutory figure | 2026 adjusted threshold |
|---|---|
| $10 million | $26.8 million |
| $50 million | $133.9 million |
| $100 million | $267.8 million |
| $110 million | $294.5 million |
| $200 million | $535.5 million |
| $500 million | $1.339 billion |
| $1 billion | $2.678 billion |
The minimum size-of-transaction threshold for 2026 is $133.9 million. Filing fees for 2026 run in six tiers, from $35,000 for transactions valued at less than $189.6 million to $2,460,000 for transactions valued at $5.869 billion or more, with intermediate tiers of $110,000, $275,000, $440,000, and $875,000.
Where does the rulemaking go from here?
Back to notice and comment, at least in part. On March 25, 2026, the Commission and the Department of Justice jointly requested public comment on the premerger notification and report form, asking whether its requirements help the agencies identify potentially anticompetitive transactions efficiently and reach faster decisions on whether a Second Request is warranted. Comments were due May 26, 2026, submitted through Regulations.gov.
The request expressly situated itself against the litigation, noting that a federal district court vacated the updated form in February 2026 and that a U.S. court of appeals had denied the Commission's motion for a stay pending appeal. The appeal itself remains pending; the litigation tracker records appellate orders entered February 19, March 23, and May 26, 2026, and lists the case as stayed.
Two things follow from that posture, and only two. The pre-2025 form governs mandatory filings unless and until the appellate court or a new rule changes that. And any successor form would arrive through a fresh rulemaking record, which is what the March 2026 comment request is building.
What should transaction planners watch?
The procedural markers, not the commentary. The status of the appeal, the docket in the Eastern District of Texas, and the notices the agencies post to filers are the three places where the operative requirement can change, and each produces a dated document.
The threshold figures are the other moving part, and they move on a predictable schedule: they are revised annually and published before taking effect, as the February 17, 2026 effective date illustrates. A transaction valued near a threshold in one calendar year may fall on the other side of it in the next.
For a related trade perspective, read Enforce and Protect Act Sets Fixed Deadlines for Customs Duty-Evasion Investigations.
For more context, read Statement from Press Secretary Karine Jean-Pierre on the Supreme Court Ruling in Loper Bright.