Premerger Notification Office Accepting Old HSR Form Again

Key Takeaways

• Fifth Circuit denied FTC stay; old HSR form reinstated.
• 2024 rule not mandatory; parties may still use voluntarily.
• 2026 filing thresholds and fees remain unchanged.
• FTC could issue revised, possibly stricter, filing requirements later.
• Agency staff retain authority to request information during investigations.

Summary

A Fifth Circuit panel denied the FTC’s request for a stay, activating a district court ruling that vacates the 2024 HSR filing form. As a result, the FTC’s Premerger Notification Office will again accept the pre‑February 10 2025 HSR form, though filers may still voluntarily use the 2024 version. The court’s decision does not alter the 2026 jurisdictional thresholds or filing fees. Analysts note the FTC could still issue a new, more demanding rule, and antitrust staff retain investigative powers.

Pulse Analysis

The Hart‑Scott‑Rodino (HSR) Act has long served as the gateway for U.S. merger oversight, requiring parties to file detailed notifications before closing sizable deals. In early 2025, the FTC and DOJ introduced a revamped filing form aimed at extracting more granular data earlier in the review process. However, a district court’s decision to vacate the new rule, upheld by the Fifth Circuit’s denial of a stay, has now restored the pre‑2025 filing framework, creating immediate operational shifts for companies preparing antitrust filings.

For businesses, the reinstatement means reverting to familiar documentation, which can streamline compliance and reduce uncertainty in deal timing. Crucially, the court’s order leaves the 2026 jurisdictional thresholds and filing fees untouched, preserving cost expectations for upcoming transactions. While firms may still opt to submit the 2024 form voluntarily, there is no longer a legal obligation to do so, allowing counsel to weigh the benefits of providing additional information against the risk of triggering deeper scrutiny. Companies should promptly update internal filing checklists and coordinate with counsel to ensure the correct form and instructions are used.

Looking ahead, the FTC’s authority to promulgate a new HSR rule remains intact, and a more burdensome filing regime could emerge if the agency builds a stronger administrative record. Moreover, antitrust investigators retain the power to request comparable information during the waiting period and through mandatory second requests, meaning the practical impact of the vacated rule may be limited. Dealmakers should monitor FTC communications closely and consider proactive disclosure strategies to mitigate potential investigative delays.