‘‘(3) QUALIFIED
BID
DEFINED.—In this sub-
section, the term ‘qualified bid’ has the meaning given 
that term in section 18(c)(13)(C).’’. 
(2) BANK HOLDING COMPANY ACT OF 1956.—The 
Bank Holding Company Act of 1956 (12 U.S.C. 1841 
et seq.) is amended— 
(A) in section 3(d), by amending paragraph 
(5) to read as follows: 
‘‘(5) EXCEPTION FOR BANKS IN DEFAULT OR IN 
DANGER OF DEFAULT.— 
‘‘(A) GENERAL
EXCEPTION.—The Board 
may, without regard to subparagraph (B) or (D) 
of paragraph (1) or paragraph (3), approve an 
application pursuant to paragraph (1)(A) if— 
‘‘(i) the application is for an acquisi-
tion of 1 or more banks in default or in 
danger of default; or 
‘‘(ii) the application is for an acquisi-
tion with respect to which assistance is pro-
vided under section 13(c) of the Federal De-
posit Insurance Act. 
‘‘(B) CONCENTRATION LIMIT EXCEPTION.— 
The Board may, without regard to paragraph 
(2), approve an application pursuant to para-
graph (1)(A) if— 
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‘‘(i) the application is for the acquisi-
tion of 1 or more banks in default or in 
danger of default and the Board determines, 
based on clear and convincing evidence, that 
consummation of the proposed acquisition 
is necessary to prevent significant economic 
disruption or significant adverse effects on 
financial stability, and the Corporation has 
not received any qualified bid from another 
institution that is not subject to the prohibi-
tion in paragraph (2); or 
‘‘(ii) the application is for an acquisi-
tion with respect to which assistance is pro-
vided under section 13(c) of the Federal De-
posit Insurance Act and the Board deter-
mines, based on clear and convincing evi-
dence, that consummation of the proposed 
acquisition is necessary to prevent signifi-
cant economic disruption or significant ad-
verse effects on financial stability, and the 
Corporation has not received any qualified 
bid from another institution that is not sub-
ject to the prohibition in paragraph (2). 
‘‘(C) QUALIFIED
BID
DEFINED.—In this 
paragraph, the term ‘qualified bid’ has the 
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meaning given that term in section 18(c)(13)(C) 
of the Federal Deposit Insurance Act.’’; and 
(B) in section 4(i)(8), by amending sub-
section (B) to read as follows: 
‘‘(B) EXCEPTION.—Subparagraph (A) shall 
not apply to an acquisition if— 
‘‘(i) such acquisition involves an in-
sured depository institution in default or in 
danger of default and the Board determines, 
based on clear and convincing evidence, that 
consummation of the proposed acquisition 
is necessary to prevent significant economic 
disruption or significant adverse effects on 
financial stability, and the Corporation has 
not received any qualified bid (as defined in 
section 18(c)(13)(C) of the Federal Deposit 
Insurance Act) from another institution 
that is not subject to the prohibition in 
paragraph (2); or 
‘‘(ii) the Federal Deposit Insurance 
Corporation provides assistance under sec-
tion 13 of the Federal Deposit Insurance 
Act to facilitate such acquisition and the 
Board determines, based on clear and con-
vincing evidence, that consummation of the 
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proposed acquisition is necessary to prevent 
significant economic disruption or signifi-
cant adverse effects on financial stability, 
and the Corporation has not received any 
qualified 
bid 
(as 
defined 
in 
section 
18(c)(13)(C) of the Federal Deposit Insur-
ance Act) from another institution that is 
not subject to the prohibition in paragraph 
(2).’’. 
(b) CONCENTRATION LIMIT WITH RESPECT TO CON-
SOLIDATED LIABILITIES.—Section 14(c) of the Bank Hold-
ing Company Act of 1956 (12 U.S.C. 1852(c)) is amend-
ed— 
(1) by redesignating paragraphs (1), (2), and (3) 
as subparagraphs (A), (B), and (C), respectively; 
(2) by striking ‘‘With the’’ and inserting the fol-
lowing: 
‘‘(1) IN GENERAL.—With the’’; and 
(3) by adding at the end the following: 
‘‘(2) LIMITATION.—The Board may provide 
written consent for an acquisition described in para-
graph (1)(A) or in paragraph (1)(B) only if the 
Board determines, based on clear and convincing evi-
dence, that consummation of the proposed acquisition 
is necessary to prevent significant economic disrup-
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tion or significant adverse effects on financial sta-
bility, and the Corporation has not received any 
qualified bid (as defined in section 18(c)(13)(C) of the 
Federal Deposit Insurance Act) from another institu-
tion that is not subject to the prohibition in sub-
section (b).’’. 
SEC. 3. CONGRESSIONAL NOTIFICATION AND JUSTIFICA-
TION FOR WAIVERS. 
(a) IN GENERAL.—Whenever the Board of Governors 
of the Federal Reserve System, the Comptroller of the Cur-
rency, or the Federal Deposit Insurance Corporation waives 
a concentration limit under section 18(c)(13)(B) or section 
44(e) of the Federal Deposit Insurance Act or under section 
3(d)(5), section 4(i)(8)(B), or section 14(c)(2) of the Bank 
Holding Company Act of 1956, in connection with the ac-
quisition of a bank or insured depository institution in de-
fault or in danger of default, or in connection with an ac-
quisition with respect to which the Federal Deposit Insur-
ance Corporation provides assistance under section 13 of 
the Federal Deposit Insurance Act, the waiving agency and 
the Federal Deposit Insurance Corporation, jointly, shall, 
not later than 30 days after such waiver, submit a written 
report to the Committee on Financial Services of the House 
of Representatives and the Committee on Banking, Hous-
ing, and Urban Affairs in the Senate containing— 
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(1) a justification for the waiver, including an 
analysis of why it was necessary to prevent signifi-
cant economic disruption or significant adverse effects 
on financial stability; 
(2) a description of alternative bids or outcomes 
considered, including efforts to solicit and encourage 
bids from entities that would not require a waiver; 
(3) an explanation of why alternative bids were 
not selected, if applicable; and 
(4) any recommendations for legislative or regu-
latory changes to improve competition in future in-
sured depository institution resolutions. 
(b) PUBLIC DISCLOSURE.—The waiving agency sub-
mitting a report under subsection (a) and the Federal De-
posit Insurance Corporation shall make the report publicly 
available on their respective websites, subject to redactions 
for confidential supervisory information and any other in-
formation described under section 552(b) of title 5, United 
States Code. 
SEC. 4. LIMITATION ON CONSIDERING BAD FAITH BIDS IN 
LEAST COST DETERMINATION. 
Section 13(c)(4) of the Federal Deposit Insurance Act 
(12 U.S.C. 1823(c)(4)) is amended by adding at the end 
the following: 
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‘‘(I) LIMITATION
ON
CONSIDERING
BAD 
FAITH BIDS.—In making a determination under 
this paragraph of whether an exercise of author-
ity is the least costly to the Deposit Insurance 
Fund, the Corporation may not consider any ap-
plication, proposed application, or bid from a 
company, if such application, proposed applica-
tion, or bid would result in violation of— 
‘‘(i) section 18(c)(13) or 44(b)(2); or 
‘‘(ii) section 3(d)(2), 4(i)(8), or 14 of 
the Bank Holding Company Act of 1956.’’. 
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Union Calendar No. 406 
119TH CONGRESS 
2D SESSION 
H. R. 6556 
[Report No. 119–475] 
A BILL 
To prohibit the use of certain concentration limit 
exceptions with respect to mergers involving a 
failed bank unless the applicable agency deter-
mines such use is necessary to prevent significant 
economic disruption or significant adverse effects 
on financial stability, and for other purposes. 
FEBRUARY 2, 2026 
Reported with an amendment, committed to the Com-
mittee of the Whole House on the State of the Union, 
and ordered to be printed 
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