January 20th, 2026
RE: Community Bank Licensing Amendments, Docket ID – OCC-2025-0273
To Whom it May Concern:
The National Community Reinvestment Coalition (NCRC) opposes the Office of the Comptroller of the Currency’s (OCC’s) proposal to streamline the licensing requirements and processing timeline for community banks’ applications. Mergers, change in control, and branch-related applications represent significant changes for banks that impact their abilities to meet community needs and operate in a safe and sound manner. If agencies conduct cursory reviews of these applications, they are likely to fail in their requirements to ensure that banks confer public benefits.
By deeming large numbers of applications approved fifteen days after the expiration of a 30-day public comment period, the OCC’s proposal risks depriving the agency of sufficient time to evaluate how complex and/or significant changes in banks’ operations affect their capacities to serve communities safely and equitably.
NCRC is a network of more than 700 community-based organizations dedicated to creating a nation that not only promises but delivers opportunities for all Americans to build wealth and attain a high quality of life. We work with community leaders and policymakers to advance solutions and build the will to solve America’s persistent racial and socio-economic wealth, income, and opportunity divides, and to make a Just Economy a national priority and a local reality.
Our member organizations work with banks when they contemplate mergers or other changes to achieve positive outcomes for banks and the communities they serve. These engagements involve detailed conversations about how banks’ reinvestment activities would continue to serve communities after mergers and other changes. Sometimes the conversations would lead to community benefit agreements (CBAs) committing banks to future levels of lending, investment, and services that are greater than those of the two banks before their merger.
Since 2016, NCRC has facilitated the creation of CBAs with 22 banks for a combined $603.28 billion for mortgage, small business and community development lending, investments and philanthropy in low- and moderate-income (LMI) and under-resourced communities.[1] These positive sum outcomes require thoughtfulness and time; they cannot be crammed into a 45-day comment and decision-making period. If the OCC’s proposed rule results in decisions of 45 days for most mergers, the agency is depriving communities, banks, and itself of sufficient time to develop decisions and solutions that benefit all parties.
The OCC’s proposal risks the agency’s ability to adhere to its solemn responsibilities under the Federal Deposit Insurance Act (FDI Act). Amending the FDI Act in 1960, the Bank Merger Act states that agencies “shall consider the financial history and condition of each of the banks involved, the adequacy of its capital structure, its future earnings prospects, the general character of its management, the convenience and needs of the community to be served.” Further the agencies “shall not approve the transaction unless, after considering all of such factors, it finds the transaction to be in the public interest.”[2]
The OCC does not explain in its proposal how a short timeline for decisions will enable it to carefully consider the managerial, safety and soundness, and convenience and needs factors involved in bank applications. The major aim of its proposal is to automatically qualify community banks with less than $30 billion in assets for the 45-day decision-making period. It justifies this streamlined period by stating, “Community national banks and community Federal savings associations typically engage in lower risk and less complex activities.”[3] However, the agency does not present evidence that this is indeed the case by comparing community bank activities with those of its larger counterparts. It is doubtful that the agency can make such a sweeping statement, considering that banks with assets less than $30 billion constitute most banks chartered by the OCC as well as those under the supervision of the Federal Reserve and the Federal Deposit Insurance Corporation.
The agency also promotes its proposal as “reducing regulatory burden and tailoring requirements to the size and risk-profile of the institution.”[4] Again, it is unclear how disallowing more days than a 45-day limit will significantly reduce burden for community banks. Mergers are complex events involving significant changes to organizational structure, institutional culture, and technological integration. It is doubtful that most banks would be ready to aggressively pursue business as a rebranded and reconstituted bank 45 days after they have submitted their merger applications. Mergers likely require significant planning and implementation that would extend beyond a month and a half. Moreover, waiting for a few more days or weeks after a 45-day period is unlikely to significantly slow reorganization efforts.
The rest of this comment letter:
- Describes the number of banks that would be eligible for the expedited procedures and how the current experience and timeline for decisions do not justify significantly expanding eligibility for expedited procedures.
- The deleterious impacts on the OCC’s ability to adequately consider convenience and needs factors. Banks failing their CRA exams could qualify for expedited procedures, and the agency is unlikely to pull applications from the expedited procedures in response to public concerns and comments.
- The incidence of fraudulent and risky activity is increasing so the OCC needs more time, not less, for considering bank applications.
- Bank branch applications are currently processed in an expedited manner and any further shortening of the time is not warranted.
- The interagency application form has more details about the convenience and needs factor but not an inordinate number of questions. Both the interagency and streamlined application should have the same questions concerning convenience and needs.
The Vast Majority of Banks Would Qualify for the Expedited Time Period
The OCC’s proposal creates a narrative that banks benefiting from its proposed streamlining are smaller banks that engage in less complex activities. However, the proposal to extend eligibility for the expedited processing would cover almost all the banks the OCC supervises. Using data from the second quarter of 2025 obtained from the FDIC, NCRC found that the OCC charters and supervises 919 banks. Of these, 880 or 95.8% have assets under $30 billion. This outcome is exacerbated when considering the asset sizes of all banks in the country. Of the nation’s 4,430 banks, 98.4% have assets under $30 billion.[5] Thus, since some OCC-charted banks will acquire banks supervised by the FDIC or the Federal Reserve, it is likely that several, if not the majority of, combinations will involve post-merger asset levels of under $30 billion. In fact, just under 95% of OCC-charted banks have assets under $15 billion, suggesting that they have ample room to grow and still fall under the $30 billion threshold and thus be eligible for the streamlined decision-making time.
To suggest that complexity is a mainly a concern for the roughly four percent of OCC-charted institutions above $30 billion defies common sense. Perhaps institutions under $30 billion in assets are not as sophisticated as the largest international banks supervised by the OCC, but they nevertheless could be involved in risky domestic ventures or financing that are not in the best interests of communities.
The Current Decision-Making Timeline Does not Justify the Proposed Changes
Since the OCC did not present data on average processing times, NCRC analyzed 18 business combinations and change in control applications of banks with under $30 billion in combined assets (after their mergers) that were submitted to the OCC during 2024.[6] As shown in Table 1, we found that the median days for approval after receipt of an application were 60 days and that the average was 84 days. In other words, about half of these applications were approved 30 days after the end of the 30-day public comment period. This is only 15 days longer or about two weeks longer than the OCC’s proposed 45-day period for most banks. Claims that decision time periods for about half of the applications in 2024 are burdensome when they are only about 15 days longer than the proposal are not justified.
Moreover just four of the 18 applications involved time periods above 100 days or twice as long as the proposed 45 days for community banks. These four applications drove the average of 84 days to be higher than the median time. However, these are the minority of applications, and they could have confronted the agency with significant convenience and needs or safety and soundness concerns that had to be resolved carefully. To kneecap the process by making the usual practice to quickly approve applications would be to increase the likelihood that the minority of applications that need rigorous consideration will not receive such consideration.
The Convenience and Needs Factor Gets Short Shrift Under Proposed Rule
The proposed rule would prevent adequate let alone careful consideration of the convenience and needs factor. Under the proposed rule, the OCC would not remove an application from the expedited timeline unless a public comment presents facts previously unknown to the OCC and the comment demonstrates convincingly that the OCC must deny the application.[7] This is an exceedingly difficult and arbitrary standard that is unlikely to be met in most cases. How would the OCC define the conditions under which an application must be denied due to poor performance on CRA exams or the likelihood that the bank post-merger would be unable to respond to the community’s need for credit? There is simply no concrete threshold such as a specific denial disparity ratio for white compared to African American applications or a low percentage of loans to LMI borrowers. The lack of such a threshold increases the chances that this proposed standard would be applied in an arbitrary manner.
Furthermore, under the proposed rule a bank with a failing CRA rating would be eligible for the expedited timeline whereas the current rule does not allow a bank with such a rating to be eligible. The OCC’s proposal allows a bank under $30 billion in assets to be eligible for the streamlined process as long as it is well capitalized while omitting any stipulation requiring a passing CRA rating in contrast to the current regulation.[8] Since a bank with a failed CRA rating can breeze through the application process, public comments would seldom result in removal from the expedited timeline since CRA exam failure is apparently not grounds for denial of applications.
The automatic use of the expedited timeline in most cases would also make it more difficult for banks, community organizations, and the OCC itself to rectify weaknesses in CRA performance prior to approval. For example, suppose an acquiring bank in a merger proceeding performs adequately in six of its assessment areas on its CRA exam but that performance in four others is problematic and consistent with a low satisfactory or lower rating. Under the OCC proposal, as long as the post-merger bank is under $30 billion in assets, its application would most likely be approved a mere 15 days after the comment period although there are significant weaknesses in its CRA performance affecting significant numbers of geographical areas. The agency, under its current regulations, may want to issue a conditional approval mandating improvements in the four assessment areas after the merger. However, conditional approvals take time, and the OCC may not have allowed itself adequate time under its proposal. In addition, this bank could benefit from either negotiating a CBA with community organizations or developing products, programs, and partnerships in the four assessment areas. Again, the expedited timeline would probably not allow this type of approach to develop since effective products, programs, and partnerships must be developed carefully and cannot be rushed.
In sum, it is hard to imagine how the OCC can implement its responsibilities to ensure that public benefits would arise from banks’ abilities to meet convenience and needs under an expedited process that probably would apply to most banks.
One of two outcomes is likely. Under the first, the new regulation probably would not be meaningful since the OCC would end up pulling several applications from the expedited process if it remained committed to ensuring that convenience and needs could be met. Under the second outcome, the OCC would renege on its obligation to ensure that public benefits are realized because it stringently enforces the expedited timeline in almost all cases. Either outcome indicates a poorly conceived regulation.
Rise of Fraudulent and Risky Activity Indicates Need for Caution, not Speedy Approvals
The spate of bank failures in the spring of 2023 indicates that the federal bank agencies must proceed cautiously in enforcement and regulatory activities. Drastic changes such as significantly expanding expedited processing would not be an appropriate response to the rise in risky activities.
In a span of a few weeks during 2023, three bank failures, Silicon Valley Bank, Signature Bank, and First Republic Bank, were among the largest bank failures in United States history and shocked confidence in the banking sector. These banks were poorly managed, experienced rapid increases in assets and customers, accumulated large dollar amounts of uninsured deposits, and financed start-ups and other risky endeavors without prudent controls. In particular, Silvergate was a major enabler of cryptocurrency and had established an exchange and payments system fueling the growth of cryptocurrency.[9]
As the economy stagnates and teeters on the edge of recession, newspaper accounts indicate an increased exposure to fraudulent activity. Banks have taken losses after financing non-bank automobile lenders serving customers with subprime credit. Other banks have suffered fraud from commercial real estate firms.[10]
The increase in risky activity suggests that the proposed rule broadly applying expedited approval processes is counterproductive and would not safeguard the safety and soundness of the banking industry or the broader economy.
Any Shorter Time Period for Branch Applications is Not Justified
In its proposed rule, the OCC asks whether branch applications should receive an even shorter time than the proposed 15 days after the end of the public comment period.[11] Recent experience suggests that this is not justified. NCRC considered twenty branch applications of banks of all asset sizes in the first quarter of 2024 since the OCC did not present any data concerning its question. Of the twenty branch applications, the median approval time was 38 days, and the average was 39 days, according to Table 2 below.[12] Seventeen of the branch applications were approved in 45 days or less and just three took 50 days or more. It appears that the majority of these applications are approved shortly after the public comment closes, even those of the largest banks above $30 billion in assets. It is not appropriate to streamline the timeline at all given that extra scrutiny is likely in relatively few cases. And in these cases, extra scrutiny is probably required given weaknesses in either convenience or needs or safety and soundness factors.
The Interagency and Streamlined Application Form Should Have the Same Questions about Convenience and Needs
CRA requires banks to serve the communities in which they do business. Communities have a right to be informed of any changes in banks’ abilities to serve convenience and needs after mergers. The OCC is proposing to substitute its streamlined application form instead of the more detailed interagency form for several mergers. This will reduce the public’s ability to assess possible differences in banks’ abilities to serve communities after their mergers.
Comparing the questions regarding convenience and needs, NCRC found that the interagency form has more questions requiring more detailed responses regarding convenience and needs than the streamlined application form.[13] Yet, the questions in the interagency form are not unreasonable or excessively burdensome compared to those of the streamlined form. In order to answer the questions in the streamlined form, the banks would most likely have to compile the same information as they would when responding to the interagency form. Given that the public has a right to know how banks will serve their interests and considering the modest differences in the questions currently in both forms, the forms in the future should ask the same questions about convenience and needs.
As displayed in Table 3 below, NCRC counted a total of twelve questions regarding convenience and needs asked by either the interagency and/or the streamlined form. The interagency form asked eleven questions, and the streamlined form asked seven questions. However, it would not require a significant expansion of the number of questions for the streamlined form to have the same number and depth of queries about convenience and needs. For example, the interagency form asks banks how they will ascertain community needs after the merger while the streamlined form does not. It is reasonable for the streamlined form to add this question because it is important for communities to understand how banks will partner with them to identify needs through surveys, marketing approaches or joint programs. Banks dedicated to meeting community needs would be able to explain these community needs assessment efforts readily and easily.
Both application forms ask banks how the level of products and services will change after mergers. However, the interagency form asks three additional questions that the streamlined form does not. The interagency form asks banks to provide information on products and services that would replace those eliminated, information regarding enhancements to products and services, and information on significant lending, investment, and service products. A bank responding to the streamlined form would need to know which products would be added and subtracted just as it would if it was responding to the interagency form. The bank would just have to be more explicit in listing the additions and subtraction in the interagency form, which is not significantly more work but provides essential information to the public. Likewise, the question in the interagency form about significant lending, investment, and service products provides important information to the public and allows the bank to create a favorable impression by highlighting innovative product features and those particularly responsive to community needs. While not burdensome for banks, it provides them with an opportunity to enhance their public reputation.
The interagency form asks banks to describe the administration of their CRA program in contrast to the streamlined form. Program administration is not difficult to describe for any bank committed to its CRA program. It also provides valuable information for communities to assess the degree to which management structure such as the level of centralized or decentralized decision-making facilities or frustrates responsiveness to needs.
The streamlined form asks an important question that the interagency form lacks. The streamlined form asks, “Will the resultant bank avoid any commitments entered into by any of the combining institutions with community organizations, civic associations, or similar entities to provide banking services to the community?” These commitments could be programmatic arrangements in which banks and community organizations jointly provide housing or small business counseling. Or the commitments could be CBAs. The resultant bank’s commitment to serving community needs is reflected by whether it will continue to engage in these partnerships. If not, it ought to describe how any new approaches with sufficient details would improve upon the previous commitments. Thus, both the interagency and streamlined form should ask this question about commitments to community-based organizations to provide banking services.
Both the interagency and streamlined forms ask which offices and branches awaiting regulatory approval to open will be retained. However, only the interagency form asks whether the branches are in low- and moderate-income census tracts. In addition, only the interagency form explicitly asks for the addresses for all branches.
The presence of branches is critical for traditionally underserved communities, so they are not forced to rely upon expensive payday lenders or check cashers. It is not difficult for banks to provide branch information, and communities need the information to assess the merger’s impact on convenience and needs. Both forms should require the same level of detail concerning branches, especially considering that differences in the level of detail on the current forms are relatively narrow.
Both the interagency and streamlined application forms ask for details regarding assessment areas (geographical areas on CRA exams) and steps to improve any failing rating overall or in states and metropolitan areas. This commonality of information illustrates that it is possible for both forms to have the same questions about convenience and needs. Overall, the differences in the questions among both forms are not so large that it would be difficult for banks using the streamlined form to answer the additional ones on the interagency form. The benefits to the public of weighing the merger’s impact on convenience and needs outweigh any additional modest burdens for applying the same set of questions on both forms.
Conclusion
The OCC must abandon its proposal. The proposed expedited process would likely be applied to most merger and branch applications that the OCC would consider in future years. Allowing for just 15 days after the close of the 30-day public comment period does not provide enough time for the agency to adequately consider all the statutory factors including safety and soundness and community needs. The expedited time frame is also not warranted, considering the modestly longer time periods in mergers applications currently. In addition, the OCC already renders decisions on branch applications in even a shorter time, meaning any further streamlining is not needed. Furthermore, the differences among the questions regarding convenience and needs among the interagency and streamlined form are not meaningful and should be eliminated.
Extending expedited application procedures to banks with failed CRA ratings is never justified and removes one of the most powerful incentives for banks to comply with CRA. Establishing an arbitrary, subjective, and difficult standard for public comments to remove applications from the expedited process shields banks from rectifying their weaknesses and increases the chances of mergers not adhering to the legal requirement of benefiting the public.
The proposed streamlining does not provide any the stakeholders – the OCC, banks, and community groups – enough time to sufficiently analyze complex impacts due to merger and other applications and then develop solutions including partnerships and collaborations for overcoming diminished capacities to meet convenience and needs. Moreover, the rise of risky and new activities suggests that it is important to carefully consider the managerial and safety and soundness factors rather than rushing through applications.
Thank you for the opportunity to comment on this important matter. If you have any questions, please contact myself on jvantol@ncrc.org or Josh Silver, Senior Fellow, on endredline77@gmail.com.
Sincerely,
Jesse Van Tol
President and CEO
NCRC Member Sign-Ons
ANHD
ASIAN, Inc.
California Coalition for Rural Housing
Carnegie Mellon University
CASA of Oregon
COMMUNITY REINVESTMENT ALLIANCE OF FLORIDA INC
CPLC, Inc
Fair Finance Watch
Fair Housing Center of Central Indiana
Freedom Equity Inc.
Hip Hop Caucus
Homes on the Hill, CDC
Housing Action Illinois
Housing Alliance of Pennsylvania
Housing Education and Economic Development (HEED)
Housing Opportunities Made Equal of Greater Cincinnati
Housing Oregon
New Jersey Citizen Action
Private Leverage
R.A.A. – Ready, Aim, Advocate
Rise Economy
River Cities Development Services
St. Louis Equal Housing and Community Reinvestment Alliance
The National Coalition for Asian Pacific American Community Development (National CAPACD)
Universal Housing Solutions CDC
Urban Land Conservancy
Welfare Reform Liaison Project, Inc
Working In Neighborhoods
[1] NCRC, Community Benefits Agreements – How Banks Ensure They Meet Community Needs, https://ncrc.org/cba/
[2] Bank Merger Act (Federal Deposit Insurance Act, Amendment), May 13, 1960, https://fraser.stlouisfed.org/title/bank-merger-act-federal-deposit-insurance-act-amendment-1024 and https://www.federalregister.gov/documents/2024/09/25/2024-21560/business-combinations-under-the-bank-merger-act
[3] Office of the Comptroller of the Currency (OCC), Community Bank Licensing Amendments, Notice of Proposed Rulemaking (NPR), Federal Register, Docket ID OCC-2025-0273, p. 5, https://occ.gov/news-issuances/news-releases/2025/nr-occ-2025-95b.pdf
[4] OCC, NPR, p. 5
[5] FDIC, BankFind Suite: Find Institution Financial & Regulatory Data, https://banks.data.fdic.gov/bankfind-suite/financialreporting/report
[6] Data obtained from Office of the Comptroller of the Currency, Corporate Applications Search, https://apps.occ.gov/CAAS_CATS/
[7] OCC, NPR, p. 22
[8] OCC, NPR, p. 6., no passing CRA ratings’ requirement in contrast to the current regulation, which can be viewed here, 12 CFR 5.3 “Eligible bank or eligible savings association,” https://www.ecfr.gov/current/title-12/part-5#p-5.3(Eligible%20bank%20or%20eligible%20savings%20association), 15 day time period in current regulation, 12 CFR 5.33(i), https://www.ecfr.gov/current/title-12/part-5#p-5.33(i), eligibility for streamlined application in current regulation, 12 CFR 5.33(j), https://www.ecfr.gov/current/title-12/part-5#p-5.33(j)
[9] Kate Rooney and Evelyn Cheng, CNBC, Meet the small community lender that’s become the go-to banker of the cryptocurrency world, May 31, 2018, https://www.cnbc.com/2018/05/31/meet-silvergates-alan-lane-whos-bankrolling-cryptocurrency-exchanges.html
[10] Aaron Gregg, Rise of ‘shadow banking’ brings new financial risks, experts say, October 18, 2025, Washington Post, https://www.washingtonpost.com/business/2025/10/18/first-brands-tricolor-shadow-banking-risk/
[11] OCC, NPR, Question 6, p. 14.
[12] Data obtained from Office of the Comptroller of the Currency, Corporate Applications Search, https://apps.occ.gov/CAAS_CATS/
[13] Interagency Bank Merger Act Application, https://occ.gov/static/licensing/form-ia-bank-merger-act-app.pdf; Business Application – Streamlined, https://occ.gov/publications-and-resources/publications/comptrollers-licensing-manual/files/licensing-filing-forms.html
