Merger Transactions

1Public Law 86–463, 74 Stat. 129. 2This includes credit unions, financial technology companies (fintechs), money market funds, retailers, technology companies, independent mortgage companies, private credit, and various other nonbank financial companies. FEDERAL DEPOSIT INSURANCE CORPORATION 12 CFR Parts 303, 314, and 333 RIN 3064–AG18 Merger Transactions AGENCY: Federal Deposit Insurance Corporation. ACTION: Notice of proposed rulemaking. SUMMARY: The Federal Deposit Insurance Corporation (FDIC) is inviting comment on a proposed rule that would fundamentally reform important aspects of the FDIC’s approach to processing and evaluating merger transactions subject to the Bank Merger Act (BMA). Notable reforms under the proposed rule would include: accounting for credit unions and centrally booked deposits in the initial competitive effects analysis; establishing a letter filing process with ‘‘deemed approval’’ for ‘‘de minimis merger transactions;’’ tailoring other merger filing requirements to reduce burden and processing times based on the size and risk profile of a merger transaction and the attributes of the acquiring and resulting institution; limiting and clarifying the FDIC’s discretion to remove a filing from expedited processing; and codifying the FDIC’s reformed approach to evaluating the statutory factors under the BMA. Collectively, the revisions under the proposed rule would improve the speed, certainty, and predictability of the FDIC’s bank merger framework in a manner consistent with the BMA. In addition, the proposed rule would modernize the framework to better reflect the competitive environment of the U.S. banking industry, including by tailoring it to reflect the full range of merger transactions subject to FDIC review along with reforming or eliminating outdated provisions. DATES: Comments must be received on or before November 23, 2026. ADDRESSES: The FDIC encourages interested parties to submit written comments. Please include your name, affiliation, address, email address, and telephone number(s) in your comment. You may submit comments to the FDIC, identified by RIN 3064–AG18, by any of the following methods:

• Agency website: https://
  www.fdic.gov/resources/regulations/ federal-register-publications. Follow instructions for submitting comments on the FDIC’s website.
• Mail: Jennifer M. Jones, Deputy
  Executive Secretary, Attention:
  Comments/Legal OES (RIN 3064–AG18), Federal Deposit Insurance Corporation, 550 17th Street NW, Washington, DC 20429.
• Hand Delivered/Courier: Comments
  may be hand-delivered to the guard station at the rear of the 550 17th Street NW building (located on F Street NW) on business days between 7 a.m. and 5 p.m., eastern time.
• Email: comments@fdic.gov. Include
  RIN 3064–AG18 on the subject line of the message.
• Public Inspection: Comments
  received, including any personal information provided, may be posted without change to https://www.fdic.gov/ resources/regulations/federal-register publications. Commenters should submit only information that the commenter wishes to make available publicly. The FDIC may review, redact, or refrain from posting all or any portion of any comment that it may deem to be inappropriate for publication, such as irrelevant or obscene material. The FDIC may post only a single representative example of identical or substantially identical comments, and in such cases will generally identify the number of identical or substantially identical comments represented by the posted example. All comments that have been redacted, as well as those that have not been posted, that contain comments on the merits of this document will be retained in the public comment file and will be considered as required under all applicable laws. All comments may be accessible under the Freedom of Information Act. FOR FURTHER INFORMATION CONTACT:
  Sandra Macias, Associate Director, (202) 898–3642, smacias@fdic.gov, Division of Risk Management Supervision; Tara Oxley, Associate Director, (202) 898– 6722, toxley@fdic.gov; David Sharp, Senior Examination Specialist, (202) 898–3997, dasharp@fdic.gov, Division of Depositor and Consumer Protection; Annmarie Boyd, Assistant General Counsel, (202) 898–3714, aboyd@ fdic.gov; Kali Fleming, Senior Attorney, (571) 637–1896, kfleming@fdic.gov, Legal Division; Federal Deposit Insurance Corporation, 550 17th Street NW, Washington, DC 20429. SUPPLEMENTARY INFORMATION:
  Table of Contents
  I. Policy Objectives
  II. Background
  III. Overview of the Proposed Rule
  IV. Section-by-Section Description of the
  Proposed Rule
  A. Scope
  B. Definitions
  C. Transactions requiring prior approval
  D. Filing procedures
  E. Processing
  F. Public notice requirements G. Significant asset transfers H. Severability
  I. BMA transactions
  J. Indexing of thresholds
  V. Expected Effects
  VI. Alternatives Considered
  VII. Regulatory Analysis
  A. Regulatory Flexibility Act B. Paperwork Reduction Act
  C. Plain Language
  D. Reigle Community Development and Regulatory Improvement Act of 1994 E. Executive Order 12866 F. Executive Order 14192 G. Providing Accountability Through Transparency Act of 2023
  I. Policy Objectives
  The FDIC is issuing this notice of proposed rulemaking (proposed rule) to improve the speed and certainty of, modernize the FDIC’s approach related to, and reduce the regulatory burden associated with, the FDIC’s review of merger transactions subject to FDIC approval under the BMA. Many aspects of the FDIC’s current framework for evaluating merger transactions are outdated, and the proposed rule would align the FDIC’s approach with the current market environment. For example, banking and financial services have become far more competitive in the decades since the BMA was enacted,1 given the significant increase in nonbanks that offer bank-like products or services,2 the dramatic reduction in legal restrictions on interstate banking and branching, and technological innovations such as the internet and mobile phones that allow banks and nonbanks to offer products and services nationwide much more easily than in the past. Other elements of the current merger review framework are also in need of modernization and reform. For example, for certain merger transactions, supervisory experience has demonstrated that an approval is routine and can be provided expeditiously because the size and nature of such transactions, together with the attributes of the acquiring and resulting institutions, necessarily result in a favorable finding on each of the statutory factors. The current merger filing and processing requirements have not been tailored to reflect these de minimis types of merger transactions that, at most, only marginally affect the size and/or risk profile of a well-rated institution, as well as other merger