On 22 September 2026 the FDIC published a proposed rule that would substantially change how it reviews bank mergers under the Bank Merger Act.[1] It is a proposal, not law: comments are due by 23 November 2026, and the final rule may differ. But it signals the direction of travel, and for anyone planning a bank deal that would need FDIC approval, the proposed timelines are worth understanding now. Everything below is read from the Federal Register notice itself, not from summaries of it.
The headline changes
The FDIC summarises the notable reforms as:[1]
- counting credit unions and centrally booked deposits in the initial competitive-effects analysis;
- a letter filing process with "deemed approval" for de minimis merger transactions;
- filing requirements and processing times tailored to the size and risk profile of the transaction and the institutions involved;
- limits on the FDIC's discretion to remove a filing from expedited processing;
- codifying the FDIC's approach to evaluating the statutory factors under the Bank Merger Act.
The proposed processing tracks
| Track | Who qualifies (summary) | Proposed timeline |
|---|---|---|
| Rapid processing | De minimis merger transactions meeting the proposed criteria, including that the resulting institution is well capitalised | Deemed approved five business days after the latest of a substantially complete filing and, where required, the competitive factors report, unless the Attorney General objects[1] |
| Expedited processing | Corporate reorganisations that are not de minimis, meeting rating or eligibility criteria | Action within 30 days of a substantially complete filing (later for some interstate transactions)[1] |
| Standard: 90-day | Resulting institution under $50 billion in assets, not reserved to the FDIC Board, and not dependent on another federal regulator's action | Written determination within 90 days, extendable to a maximum of 180[1] |
| Standard: 150-day | All other filings | Action within 150 days, extendable by up to 120 days, for a maximum of 270[1] |
Under the proposal, the FDIC would also have to tell an applicant within 21 days if a filing is incomplete. If it doesn't, the filing would be deemed substantially complete as of the date it was received.[1] An extension would have to be notified with a specific reason. For de minimis transactions, the public comment period would be eliminated.[1]
Why the FDIC says it is doing this
The notice says the reforms would improve the "speed, certainty, and predictability" of the FDIC's bank merger framework.[1] Its own data shows why. Between 1 January 2016 and 31 December 2025, the FDIC received four filings that would have qualified for the proposed 150-day standard track, and they averaged 345 days to process.[1] Corporate reorganisations that would have qualified for expedited processing averaged 69 days over the same period, against a proposed 30.[1]
What it doesn't change
- The statute. The Bank Merger Act's statutory factors still apply. The proposal changes the FDIC's process and how it evaluates those factors, not the factors themselves.[2]
- Other agencies. It covers transactions the FDIC reviews. Deals that also need approval from another federal regulator are explicitly excluded from the 90-day track, and that regulator's own process still runs.[1]
- The competition review. The Attorney General's competitive factors report still matters. An adverse report would take a transaction out of rapid processing.[1]
What it means for diligence
Faster review doesn't mean lighter review. If anything, a fixed clock rewards applicants whose filings are complete and whose issues are known up front, because the time to fix a surprise shrinks. Three areas tend to decide whether a bank deal gets the fast track or the slow one:
- Supervisory ratings and capital. Several criteria turn on ratings and on the resulting institution being well capitalised. See our guides to CAMELS rating due diligence and bank M&A due diligence.
- Size. The $50 billion line in the proposal decides which standard track applies.
- Known issues. Enforcement actions, BSA/AML findings or consumer compliance problems at the target are the kind of thing that turns an expected review into an extended one. Find them before the filing, not after.
Anweshna's banking ruleset scores a bank's documents across eight categories, including regulatory capital, asset quality, BSA/AML and sanctions, and regulatory enforcement. That is a first pass to find where the file needs work. It isn't a view on how a regulator will decide.
What to do while it is a proposal
- Plan on today's rules. Until a final rule is adopted, the current process and timelines apply. Build a timetable that works without the proposal, and treat any speed-up as upside.
- Check which track a deal would fit. The criteria (size, ratings, capital, whether another regulator is involved) are also a quick read on how much regulatory friction to expect under either regime.
- Consider commenting. Comments are due by 23 November 2026. The notice asks specific questions, including whether expedited processing should be limited by asset size.
- Watch for the final rule. Re-check any timetable or long-stop date in a live deal when it is published.
Bottom line
The FDIC is proposing deemed approval for small, clean deals, 30 days for qualifying reorganisations, and hard caps of 180 or 270 days for everything else. If it is adopted in this form, bank deal timetables become more predictable, and the cost of an incomplete filing or a late surprise goes up.
Sources
- Federal Deposit Insurance Corporation. Merger Transactions, notice of proposed rulemaking. 91 FR 60196, 22 September 2026 (RIN 3064-AG18); comments due 23 November 2026. federalregister.gov
- Bank Merger Act, 12 U.S.C. § 1828(c).
We cite only sources we have retrieved and read; see our methodology. Nothing here is legal advice.