FDIC proposes faster merger review, with deemed approval for small deals

For a community bank thinking about buying a branch or a small neighbor, the time a merger application spends in review is part of the price. On 22 September 2026 the FDIC proposed changes to its merger rules meant to shorten that time, especially for small deals (91 FR 60196). The proposal would amend 12 CFR parts 303, 314 and 333.

Comments are due by 23 November 2026.

A letter filing for de minimis deals

The proposal would create a letter filing process with "deemed approval" for "de minimis merger transactions." A deal would qualify when "the amount of assets acquired would be less than 5 percent of the acquiring IDI's assets" (and below a federal antitrust filing threshold), and when each institution involved:

• has an FDIC-assigned composite rating of 3 or better;
• has a compliance rating of 1, 2 or 3;
• is well capitalized, with the resulting institution also well capitalized after the deal; and
• isn't subject to a cease and desist order, consent order or similar action.

Such a filing would "be deemed approved five business days after" the later of the FDIC's receipt of a substantially complete filing and certain other events, unless the Attorney General objects on competition grounds.

A clock for other filings

For deals under standard processing, the proposal says the applicant "would receive a written determination by the FDIC within 90 days after submitting a substantially complete filing," where the resulting institution has less than $50 billion in assets and other conditions are met. That period can be extended to 180 days.

The proposal also sets a competition safe harbor: a deal would generally pass the initial screen if the market's concentration index "is 1,800 points or less after consummation," or rises by less than 200 points. Expedited processing for corporate reorganizations would cover acquired assets of up to 25 percent of the acquirer's total assets, up from 10 percent.

What it could mean

We think deemed approval could change how small banks look at branch purchases. Buying two branches from a regional bank that's pulling out of your county is the classic case. Today that can sit in review for months. Under this proposal it could clear within days of a complete filing, which makes it a lot easier to plan around.

The ratings conditions are the real gate. Both sides need decent composite and compliance ratings and well-capitalized status. An open consumer compliance problem on either side could knock a deal out of the fast lane. If acquisitions are in your plan, clean exams are part of deal prep, not something to fix after the term sheet.

It's still a proposal, and the FDIC isn't the only agency that may look at a deal. Don't build a timeline around five days yet. But if your last merger dragged, this is the time to say so in a comment letter.