For more than 15 years, the rules governing mergers of federally insured credit unions into banks have remained largely untouched. On April 22, 2026, the National Credit Union Administration (NCUA) will publish a proposed rule that would modernize and streamline that framework for the first time.

The proposed amendments to 12 CFR Part 708a, Subpart C are narrow in scope, but they carry a broader signal: the NCUA is willing to revisit regulations that have long been considered settled, and this may be only the beginning.

A Regulation Born of Controversy

Subpart C was established in 2010 under the Federal Credit Union Act to protect credit union members during transactions that fundamentally alter a credit union's charter. The rules imposed detailed requirements — mandatory merger value determinations, multi-stage disclosure packages, structured voting processes — all under the NCUA's direct oversight.

The context matters: a series of conversions had triggered industry concern that some transactions were driven more by executive and board enrichment than by member interests. The resulting regulations were designed to slow the process down. They succeeded — perhaps too well. The conversion pathway went effectively dormant, and the first such transaction in nearly two decades did not close until March 2025, when Thrivent Federal Credit Union merged into Thrivent Bank.

That deal required a four-year effort and approvals from three federal and state agencies. The fact that the NCUA is now revisiting Subpart C suggests the agency recognizes that the existing framework had become outdated.

What the Proposed Rule Would Change

The proposed amendments fall into three categories. Importantly, none eliminates the substantive protections for credit union members — member voting, merger value determinations, NIMRA submissions, and due diligence all remain intact. Instead, the NCUA is targeting procedural requirements it views as overly prescriptive or outdated.

Streamlining Board Duties and Pre-Vote Procedures.
The proposed rule would remove the rigid definition of "clear and conspicuous" from § 708a.301 (which currently mandates bold type no smaller than 12 points), giving credit unions flexibility to design disclosures that work across both print and digital formats. It would also replace the requirement to publish pre-vote notices in a general circulation newspaper with a requirement to post on the member home banking landing page, while retaining lobby and website posting. And the proposal would remove the requirement in § 708a.304(d) that the board describe how it located and negotiated with its merger partner — a requirement the NCUA characterizes as "overly intrusive." The focus going forward would be on whether the board's conclusion — that the merger serves member interests — is supported, not on the negotiation play-by-play.

Modernizing Member Communications and Disclosures.
The proposed rule would remove § 708a.305(e)(2), which dictates that certain text be boxed on the front of a single blank page and positioned at a specific point in the notice package. It would also clean up redundant plain-language requirements in § 708a.305(f), while retaining the substantive "simple and easy to understand" standard.

Eliminating Non-Binding Voting Guidelines.
The proposed rule would remove § 708a.312 in its entirety — a set of non-binding suggestions on conducting member votes. The NCUA's concern is that advisory guidance embedded within mandatory rules "can create confusion for regulated entities, blurring the line between what is required and what is merely recommended."

The Bigger Picture

Standing alone, these amendments are incremental — OMB has confirmed this is not a "significant regulatory action," and the NCUA itself characterizes it as "narrow in scope and purely deregulatory." But the significance may lie less in what the rule changes and more in what it signals. For years, the NCUA showed no appetite for revisiting Subpart C. The willingness to loosen these requirements now — consistent with the broader deregulatory posture reflected in Executive Order 14192 — suggests additional regulatory modernization may follow.

The proposed changes may also prompt renewed interest in the conversion pathway itself. For credit unions facing capital constraints, being separated from sponsoring organizations, or exploring strategic alternatives, a bank charter offers capabilities — like raising capital through equity issuance — that are not available under a credit union structure. A more streamlined regulatory process could make that option viable for boards that might otherwise have dismissed it.

What Should You Do Now?

The comment period runs for 60 days from publication, and comments may be submitted at regulations.gov under docket number NCUA-2026-0982. Notably, the NCUA has invited input on whether the Supervisory Committee should play a supplemental role in reviewing mergers — a question that could result in a new requirement if commenters push for it.

Credit unions contemplating strategic transactions should monitor this rulemaking closely. The proposed rule would reduce procedural friction, but a credit union-to-bank merger remains a complex, multi-agency undertaking. The Thrivent transaction — which required approvals from three agencies and a 3,000-page regulatory application — is a reminder that even under a modernized framework, these deals demand careful planning and sustained engagement with regulators.

Fox Rothschild's Financial Services team has deep experience with credit union-to-bank conversions. Chris Pippett and Madison Ott led the Thrivent Federal Credit Union merger into Thrivent Bank — the first conversion of a federal credit union into a bank since 2006. For questions about this proposed rule or how it may affect your institution, please contact Chris Pippett or Madison Ott.

This information is intended to inform firm clients and friends about legal developments, including the decisions of courts and administrative bodies. Nothing in this alert should be construed as legal advice or a legal opinion. Readers should not act upon the information contained in this alert without seeking the advice of legal counsel. Views expressed are those of the authors and not necessarily this law firm or its clients.