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OCC Bulletin 2025-47 | December 18, 2025
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Chief Executive Officers of All National Banks, Federal Savings Associations, and Federal Branches and Agencies; Department and Division Heads; All Examining Personnel; and Other Interested Parties
The Office of the Comptroller of the Currency (OCC) and the Federal Deposit Insurance Corporation (FDIC) (together, the agencies) issued a statement to clarify supervisory expectations for OCC-supervised institutions’ and FDIC-supervised institutions’1 compliance with insider lending restrictions and related reporting requirements with respect to certain types of related interests. The statement is effective immediately.2
The statement explains that the OCC and FDIC will continue to exercise discretion to not take action against banks that extend credit to fund complex-controlled portfolio companies that are insiders, provided certain conditions are satisfied. The statement will continue to be effective unless amended, superseded, or rescinded in writing. The agencies anticipate that the statement will no longer be necessary, and that the agencies will rescind the statement, upon the effective date of a final rule by the Board of Governors of the Federal Reserve System (Federal Reserve Board) that revises Regulation O to fully address the treatment of extensions of credit by a bank to fund complex-controlled portfolio companies that are insiders of the bank.3
This bulletin rescinds OCC Bulletin 2024-37, “Treatment of Extensions of Credit to Certain Investment Funds and Their Portfolio Investments Under 12 CFR 215 and 12 CFR 363: Extension of Revised Interagency Statement.”4
The interagency statement applies to community banks subject to Regulation O.
Regulation O, 12 CFR 215, places quantitative limits and qualitative restrictions on extensions of credit by banks to executive officers, directors, principal shareholders, and related interests of such persons. Investment vehicles, or “funds,” and the companies that sponsor, manage, or advise these funds (together, fund complexes) invest in banks and other companies. Upon acquiring more than 10 percent of a class of voting securities of a member bank, a fund complex would be a “principal shareholder” of the bank for purposes of Regulation O (a principal shareholder fund complex). Likewise, under Regulation O, any company in which a principal shareholder fund complex owns more than 10 percent of a class of voting securities could, in some instances, be presumed to be a “related interest” of the fund complex (a fund complex-controlled portfolio company). In such a case, the principal shareholder fund complex and its controlled portfolio companies would be considered insiders of the member bank under Regulation O, and extensions of credit by banks to the principal shareholder fund complex and its fund complex-controlled portfolio companies would be subject to the lending limits and other restrictions and standards of Regulation O.
Banks have expressed concerns that the treatment of fund complex-controlled portfolio companies as “related interests” under Regulation O could require the abrupt and disruptive unwinding of preexisting lending relationships. To address this concern until Regulation O is appropriately amended, the statement provides banks flexibility to lend to certain fund complex-controlled portfolio companies.
The OCC, the FDIC, and the Federal Reserve Board issued the “Statement Regarding Status of Certain Investment Funds and Their Portfolio Investments for Purposes of Regulation O and Reporting Requirements under Part 363 of FDIC Regulations” on December 27, 2019.6 Each subsequent December, the OCC, FDIC, and Federal Reserve Board issued new one-year extensions. A statement by the agencies with no expiration date, rather than a statement subject to annual extensions, will provide banks greater certainty regarding the agencies’ supervisory expectations.
Please contact Demetria Springs, Senior Counsel; Jorge Aguilar, Counsel; or Mariya Komartsova, Attorney, Chief Counsel’s Office, at (202) 649-5490.
Adam J. Cohen Senior Deputy Comptroller and Chief Counsel
1 Specifically, the statement applies to national banks, federal savings associations, covered savings associations, federal branches and agencies of foreign banking organizations, state nonmember insured banks, and state savings associations and savings banks (collectively, banks).
2 The statement supersedes the application of the interagency statement to banks, previously issued on December 27, 2024, which is set to expire on January 1, 2026. See OCC Bulletin 2024-37, “Treatment of Extensions of Credit to Certain Investment Funds and Their Portfolio Investments Under 12 CFR 215 and 12 CFR 363: Extension of Revised Interagency Statement” (Rescinded).
3 Regulation O implements sections 22(h) and 22(g) of the Federal Reserve Act (12 USC 375a and 375b). Under these statutory provisions, the Federal Reserve Board has rulemaking authority to make such amendments to Regulation O. See ibid., 375a(8) and 375b(10).
4 Refer to OCC Bulletin 2024-37, “Treatment of Extensions of Credit to Certain Investment Funds and Their Portfolio Investments Under 12 CFR 215 and 12 CFR 363: Extension of Revised Interagency Statement” (Rescinded).
5 12 USC 1817(j).
6 OCC Bulletin 2019-65, “Treatment of Extensions of Credit to Certain Investment Funds and Their Portfolio Investments Under 12 CFR 215 and 12 CFR 363: Interagency Statement” (Rescinded); FDIC FIL-85-2019, “Status of Certain Investment Funds and Their Portfolio Investments for Purposes of Regulation O and Reporting Requirements under Part 363 of FDIC Regulations” (Rescinded); Board SR 19-16, “Status of Certain Investment Funds and Their Portfolio Investments for Purposes of Regulation O and Reporting Requirements under Part 363 of FDIC Regulations” (Rescinded).
