FDIC Speeds Up Bank Mergers with New Review Rules
Published Date: 9/22/2026
Proposed Rule
Summary
The FDIC is proposing new rules to make bank merger reviews faster, clearer, and fairer. These changes affect banks, credit unions, and anyone involved in mergers by simplifying paperwork, speeding up approvals, and updating how deals are judged. Comments on the proposal are open until November 23, 2026, so now’s the time to weigh in!
Analyzed Economic Effects
8 provisions identified: 6 benefits, 1 costs, 1 mixed.
Fast 'De Minimis' Merger Approval
The FDIC would create a new "de minimis merger" category that, if the deal meets the listed criteria (e.g., assets acquired below the adjusted HSR lower threshold and under 5% of the acquirer's assets, the resulting institution is well-capitalized, and involved institutions meet ratings such as a composite UFIRS rating of 3 or better, satisfactory CRA, compliance rating 1–3, and no certain enforcement orders), would require a streamlined letter filing and be "deemed approved" five business days after the FDIC receives a substantially complete filing unless the U.S. Attorney General objects. The FDIC would also eliminate the public comment period for all de minimis merger transactions.
Larger Deals Eligible for Expedited Review
The FDIC would expand the asset threshold for expedited processing for eligible depository institutions so that the total assets to be acquired may be up to 25 percent (instead of the current 10 percent) of the acquiring institution's total assets as reported in its Call Report for the immediately preceding quarter.
New Timelines for Merger Decisions
Under the proposed rule, filings that do not qualify for rapid or expedited processing would receive a written determination within 90 days after a substantially complete filing if (1) the resulting institution would have less than $50 billion in assets, (2) authority is not reserved to the FDIC Board, and (3) consummation does not depend on another Federal regulator; all other filings would be acted upon within 150 days. The FDIC may extend the 90-day timeline up to 180 days and the 150-day timeline up to 270 days for extenuating circumstances.
Competition Screen Now Counts Credit Unions
The FDIC would update its initial competitive screen (the HHI) to include deposits of all banks and thrifts, centrally booked deposits, and shares of credit unions. The rule creates a safe harbor: absent objection from the Attorney General, the FDIC would not deny a merger on competition grounds where the post-merger initial HHI is 1,800 points or less, or where the post-merger HHI exceeds 1,800 but increases by less than 200 points, or where the transaction is a corporate reorganization.
New Notice Rule for Big Asset Purchases
The rule would create a notice-and-non-objection regime for "significant asset transfers," defined as transactions (or series of transactions with the same counterparty) that increase an acquiring FDIC-supervised institution's assets by 25 percent or more over a rolling 12-month period. The FDIC would decide within 30 days of receipt of the notice and may extend once by up to 60 days (total 90 days). Transactions otherwise subject to FDIC approval are exempt.
Fewer Filings Pulled for Public Comment
The proposed rule says the FDIC expects to use its discretion to remove filings from expedited processing sparingly—particularly for adverse public comments or Community Reinvestment Act (CRA) protests—and would not remove a qualifying expedited filing just because an adverse comment or CRA protest is received if the issue can be resolved within the processing timeframe. The FDIC would only remove a filing for such reasons if certain criteria are met.
Filing Completeness Clock and Deadlines
If the FDIC finds a merger filing incomplete, it must notify the applicant with required information within 21 days of receipt; the applicant then has 30 days to supply the information or the FDIC may return the filing as incomplete. If the FDIC does not notify the applicant within 21 days, the filing is deemed substantially complete as of the receipt date, and processing timelines begin from that date.
Clear 'Merger in Substance' Threshold
The FDIC would define a "merger in substance" as any transaction or series of transactions over a rolling 12-month period in which an insured depository institution directly or indirectly acquires all or substantially all (defined as 80 percent or more) of another institution's assets.
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