The ruling impacts those with HSR filings expected to be submitted on or after March 19, 2026.

By Kyra K. Bromley, Patrick C. English, and Peter M. Todaro

The Fifth Circuit has denied the FTC’s motion for a stay pending appeal in Chamber of Commerce v. FTC (No. 26-40094). As a result, while the appeal proceeds, the “old” HSR form (in place prior to February 10, 2025) is in effect. The FTC confirmed that the district court’s judgment vacating the “new” HSR form is effective immediately and that the agency is now accepting filings using the “old” form and instructions. However, the FTC will continue to accept filings made pursuant to the “new” form and instructions that went into effect on February 10, 2025, should filers voluntarily decide to submit them. The FTC is in the process of updating its website and making relevant filing materials available soon.

The immediate takeaway is that filers may prepare and submit filings under the pre-February 2025 form and instructions now. However, filers who have already prepared submissions under the new form may still submit them voluntarily, providing optionality for transactions deep in the filing process. Filers should continue to monitor the FTC’s website for updated filing materials and further alerts, including the possibility that the FTC will seek emergency relief from the Supreme Court.

For additional information, see this Latham blog post.