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Reform Tracker · M&A Desk

Interagency posture · 2024 → 2026

Bank Merger Reform Scorecard

OCC · FDIC · Federal Reserve · DOJ · Current as of June 1, 2026

The Trump administration's interagency merger reset is now mostly complete — but not uniform. The OCC and FDIC reverted to pre-2024 standards by mid-2025 and restored expedited review. The Federal Reserve, long the silent partner, has since moved: Vice Chair for Supervision Bowman has committed to an HHI-based competitive-analysis proposal and a broader M&A and de novo process review, and the Board has cleared a run of large deals on sharply compressed timelines. The remaining friction is DOJ, which still operates under the stricter 2023 Merger Guidelines and 2024 Banking Addendum even as its enforcement practice stays permissive. This scorecard tracks each agency's posture, the deals testing it, and the questions still open.

Verified against OCC, FDIC, Federal Reserve, and Federal Register primary sources; deal data from SEC filings and S&P Global / Ankura.

2 of 4

Agencies fully reverted to pre-2024 rules (OCC · FDIC)

~179

U.S. bank deals announced in 2025 (Ankura)

$290B

Largest 2026 approval — Fifth Third–Comerica (9th-largest U.S. bank)

ΔHHI 100

DOJ presumption threshold (vs. 200 under 1995 rules)

The Biden-era regime — heightened scrutiny, no expedited review, and a burden on applicants to affirmatively prove community benefit — has been substantially reversed at the OCC and FDIC. The Federal Reserve is now reforming rather than holding still, while DOJ remains the formal holdout.

Current posture by agency

OCC

Most permissive reset

Rescinded the 2024 policy statement (May 2025) and issued an interim final rule reinstating pre-2024 regulations, including the 15-day expedited approval pathway for qualifying transactions. A Congressional Review Act resolution signed by President Trump bars reissuance of a substantially similar rule.

Current framework: 1990s-era OCC merger regulations. Supervisory history and CRA record remain relevant factors.

FDIC

Pre-2024 reinstated

Rescinded the 2024 Statement of Policy (July 3 2025; effective Aug 4 2025) and reinstated the 1998-era Statement of Policy on Bank Merger Transactions, pending a comprehensive future review of merger policy.

Explicitly dropped the Biden-era requirement that applicants affirmatively demonstrate a merger would improve community service over the status quo — a burden that had effectively frozen application activity.

Federal Reserve

Reform underway

The Fed declined to join the September 2024 Biden-era changes and for a time made no countervailing move. That has shifted: Vice Chair for Supervision Bowman has said the Board is preparing an HHI proposal to modernize competitive analysis and is reviewing the M&A and de novo chartering processes, including streamlined applications for community banks.

On timing, the Board has cleared large deals quickly — Huntington–Cadence (Dec 2025) and Fifth Third–Comerica (approved Jan 13 2026, ~$290B combined) — a marked compression from the ~13-month Capital One–Discover review. SR 14-2 (less-than-satisfactory ratings can block applicants) remains in effect and has not been formally rescinded.

DOJ

Formal holdout

Roughly 20 months on, DOJ has not rejoined the 1995 Bank Merger Guidelines (withdrawn Sept 2024) or rescinded the 2024 Banking Addendum. It continues to apply the 2023 Merger Guidelines — ΔHHI threshold of 100 (vs. 200 prior), broader qualitative factors, no antitrust safe harbors.

The nuance: DOJ's formal framework remains stricter, but its enforcement practice under AAG Gail Slater has been permissive — it declined to challenge Capital One–Discover and did not challenge the 2025–26 wave of large approvals. That formal/practical gap is the real risk applicants must price.

Treasury direction

Political cover

Secretary Bessent has made merger reform an explicit priority

In March 2025, Bessent criticized the prior administration's "mission drift," arguing that "productive and synergistic mergers are often slowed due to immaterial supervisory issues." He called for refocusing financial regulation on safety and soundness, affordability, and economic growth — providing top-down political cover for a more permissive interagency posture.

Why it has accelerated

Throughput signal

Large-deal review timelines have compressed sharply since the Capital One–Discover template

Capital One–Discover (Apr 2025) was the first large-bank test — ~13 months end-to-end and 6,000+ comments. Since then the agencies have cleared a string of $1B+ transactions on far shorter timelines (Sullivan & Cromwell, Jan 2026), including Huntington–Cadence and Fifth Third–Comerica, the latter crossing the $100B threshold to form the ninth-largest U.S. bank. Deal volume followed: roughly 179 U.S. bank deals in 2025, with 25 more (~$15B) announced in the first weeks of 2026.

This table maps the key policy dimensions across all four agencies under their current frameworks. Green = more permissive / applicant-friendly; amber = continuity or reform-in-progress; red = remaining friction.

Policy dimension	OCC	FDIC	Federal Reserve	DOJ
Governing framework	Pre-2024 OCC regulations (interim final rule, May 2025)	1998 Statement of Policy (reinstated Aug 4 2025)	Unchanged on paper; HHI competitive-analysis proposal & M&A process review underway (Bowman, 2026)	2023 Merger Guidelines + 2024 Banking Addendum (1995 guidelines withdrawn)
Expedited / streamlined review	Restored 15-day automatic approval pathway reinstated for qualifying deals	Restored 1998 framework allows streamlined review for eligible deals	In motion No formal streamlined pathway yet; reviewing community-bank application streamlining	N/A DOJ retains independent challenge authority post-approval
Competitive analysis / HHI threshold	1995 Guidelines: ΔHHI >200 presumptively problematic; deposit-based market analysis	1998 SOP: consistent with 1995 Guidelines; coordinates with DOJ	1995 framework today; HHI proposal in development to modernize competitive analysis	Stricter ΔHHI >100 presumptively anticompetitive; qualitative factors; product overlaps; rural/underserved impact
Large-deal scrutiny ($100B+)	Elevated scrutiny for large deals remains; safety & soundness factors apply	$100B categorical trigger removed; large deals still scrutinized	Board review required; recent large deals (Fifth Third–Comerica ~$290B) cleared in months, not the ~13 mo of Cap One–Discover	Systemic risk, network effects, concentration among review factors under 2023 Guidelines
Supervisory history / MRAs	Multiple enforcement actions in prior 3 years can block approval; open MRAs problematic	Supervisory record remains a key factor; 1998 SOP less prescriptive	SR 14-2 remains in effect; Bowman reviewing MRAs/MRIAs against the Oct 2025 supervisory operating principles	Not a primary DOJ consideration; DOJ focuses on antitrust
CRA consideration	CRA record expected satisfactory+; a weak record is a significant adverse factor, not an absolute bar	CRA record evaluated under 1998 SOP standard	Statutory factor; no new merger-specific weighting guidance	Not a DOJ factor
Community benefit / convenience & needs	Statutory factor; applicants need not affirmatively prove the deal beats the status quo	Burden removed Biden-era affirmative-demonstration requirement dropped	Statutory factor; no new guidance on weighting	Not a primary factor; community access may enter qualitative analysis
Post-approval DOJ challenge risk	DOJ retains independent authority to challenge after agency approval	Same — FDIC approval does not insulate from DOJ challenge	Same — Fed approval does not insulate from DOJ challenge	Ongoing risk DOJ may challenge post-approval, though it has not done so in practice

Deal activity has accelerated since early 2025. The transactions below illustrate the current state of review — what approval required, how fast it moved, and what remains live.

Jan 2026 Fifth Third / Comerica Approved ▼

Approving agency: Federal Reserve (Board approval Jan 13 2026); closed Feb 1 2026.

Scale: ~$290B combined assets — forms the ninth-largest U.S. bank and crosses the $100B threshold. A Cincinnati–Dallas combination spanning many of the fastest-growing large markets.

Why it matters: The current large-deal benchmark. It cleared far faster than Capital One–Discover despite crossing $100B, public comments, and branch consolidations — concrete evidence that large-bank timelines have compressed under the reset posture (Sullivan & Cromwell flagged the acceleration in January 2026).

DOJ posture: No challenge.

Dec 2025 Huntington / Cadence Approved ▼

Status: All required regulatory approvals received December 2025; closed Feb 1 2026.

Scale: Huntington (~$223B assets, Columbus, OH) acquiring Cadence — a sizable regional combination cleared without protracted Board review.

Why it matters: Reinforces the pattern: substantial regional deals moving through on routine timelines rather than the multi-quarter reviews of 2023–24.

Feb 2026 Banco Santander / Webster Financial Announced ▼

Terms: ~$12.2B all-cash acquisition of Webster Financial by Banco Santander, disclosed early February 2026.

Why it matters: A foreign-acquirer test of the permissive posture and of how the agencies treat large cross-border bank combinations under the reset framework. One to watch through the review cycle for any heightened conditions or financial-stability analysis.

Apr 2025 Capital One / Discover Financial Services Approved · first big test ▼

Approving agencies: Federal Reserve and OCC (April 2025).

Scale: ~$35B; created the largest U.S. credit-card issuer by balances.

Key issues: Competitive effects in credit-card and payments markets; CRA commitments; managerial capability; financial stability. Over 6,000 public comments at the Fed; ~13 months from filing to approval (filed Mar 21 2024; approved Apr 18 2025).

Notable: The first major BHC merger approved under the Trump administration and the template for large-deal review — though, as later deals show, the timeline has since shortened materially. The Fed acknowledged DOJ's 1995-guidelines withdrawal but confirmed it continues to apply the 1995 framework.

DOJ posture: No challenge filed; antitrust review coordinated with the banking-agency process.

2025–26 Community & regional M&A surge Trend ▼

The numbers: Roughly 179 U.S. bank deals were announced in 2025 (Ankura), with about 25 more (~$15B) in the opening weeks of 2026 (S&P Global) — activity approaching pre-2021 levels. For historical context, the Fed approved 413 applications in H1 2025, of which 74 (18%) were M&A; Board-acted M&A averaged 177 days (median 157), down from a 259-day average in 2024.

Key driver: The restored 15-day expedited pathways at the OCC and FDIC, plus faster Fed throughput, removed a structural barrier that had effectively frozen community-bank consolidation in 2024 — particularly where competitive concerns are minimal.

Remaining friction: BSA/AML compliance is still a gatekeeper — open MRAs, pending AML enforcement, or a weak program can block approval regardless of the more permissive posture elsewhere. Treasury's Bessent specifically named AML as an area where supervisory issues were improperly used to block deals.

The reset has cleared considerable uncertainty for smaller and mid-size transactions. For larger or more complex deals, interagency tensions and unresolved policy questions remain.

Unresolved tension

Will DOJ rejoin the 1995 Bank Merger Guidelines?

The most consequential remaining misalignment: DOJ still uses the stricter 2023 Merger Guidelines (ΔHHI threshold of 100, broad qualitative factors, no safe harbors) while the banking agencies run on 1995-era standards. The Bank Policy Institute and others have urged DOJ to rejoin the 1995 Guidelines and rescind the 2024 Banking Addendum. Until resolved, applicants face theoretical post-approval challenge risk even where banking agencies approve — though DOJ has not exercised it in practice. No DOJ action announced.

Watch closely

What will the Fed's HHI proposal contain — and will SR 14-2 be rescinded?

Bowman has confirmed the Board is developing an HHI-based competitive-analysis proposal and reviewing the M&A and de novo processes, but no rule text has issued. Two open variables: (1) how the proposal recalibrates competitive screens and treats small-bank and non-bank competition, and (2) whether the Fed rescinds or narrows SR 14-2 — the supervisory letter that can keep applicants with less-than-satisfactory ratings from even filing, which BPI has pressed the Fed to withdraw. As primary regulator for bank holding companies, the Fed's choices set the ceiling on how far the reset reaches.

Unresolved tension

How will the new AML/CFT program rule affect merger review?

The April 7 2026 FinCEN AML/CFT program rule NPRM — paired with a joint NPRM from the OCC, FDIC, and NCUA, comments due June 9 2026 — shifts from technical compliance to effectiveness-based standards and interacts directly with merger review, where AML remains a gatekeeping factor at every agency. If the framework reduces the number and severity of AML MRAs, it may indirectly clear deals that previously stalled. But the Fed's absence from the joint banking NPRM raises whether Fed-supervised holding companies benefit on the same timeline.

Watch closely

FDIC comprehensive merger review: what comes next?

The FDIC framed its reinstatement of the 1998 Statement of Policy as an interim step "pending the FDIC's review of all aspects of the regulatory framework governing the evaluation of merger transactions." That comprehensive review has not yet produced a proposal. Industry views the 1998 framework favorably, but the forthcoming review could introduce new elements — particularly around financial-stability review of larger transactions and CRA methodology.

Watch closely

Large-bank consolidation: how high does the cleared frontier now go?

The Biden-era $100B categorical scrutiny triggers were removed with the resets, and Fifth Third–Comerica (~$290B) has now cleared on a compressed timeline. The live question moves up the size curve: for combinations approaching the $400B–$700B range, the scope of financial-stability analysis, any FSOC interest, and the political environment remain undefined. That is the frontier for large-bank strategy.

Largely settled

Community convenience-and-needs burden: removed

The Biden-era FDIC requirement that applicants affirmatively show a merger would better serve community needs than the status quo — with no objective criteria for evaluation — has been eliminated. One of the most criticized features of the 2024 policy, its removal substantially cuts the discretion to deny on vague public-interest grounds. Applicants must still satisfy the statutory convenience-and-needs factor, but the affirmative burden of proof is gone.

Largely settled

CRA lock — the 2024 OCC rule cannot simply be re-imposed

President Trump signed a joint Congressional Review Act resolution invalidating the Biden-era OCC merger rule. Under the CRA, the agency may not reissue a rule "substantially the same" as the invalidated one without express congressional authorization — a structural backstop against a future administration reimposing the 2024 OCC framework without legislation, more durable than a simple policy reversal.

Primary sources. OCC — NR-OCC-2025-44 (interim final rule, May 8 2025). FDIC — FR July 3 2025 (reinstated 1998 SOP). Federal Reserve — Bowman remarks (Feb 19 2026 Atlanta; reported HHI-proposal comments, March 2026) and the Dec 2025 Supervision & Regulation Report. Fifth Third–Comerica and Huntington–Cadence approvals via Fed and company 8-K filings.

Secondary synthesis from Sullivan & Cromwell (Jan 2026 large-deal timeline alert), Bank Policy Institute, Norton Rose Fulbright, Paul Weiss, and deal counts from S&P Global and Ankura. Compiled for BankRegWire · informational tracker, not legal advice.