FRY3_FRY3N_FRY4_20240729_omb

Supporting Statement for
Bank Holding Company Applications and Notifications
(FR Y-3, FR Y-3N, and FR Y-4; OMB No. 7100-0121)
Summary
The Board of Governors of the Federal Reserve System (Board), under authority
delegated by the Office of Management and Budget (OMB), has extended for three years, with
revision, the Bank Holding Company Applications and Notifications (OMB No. 7100-0121).
This information collection is comprised of the following reporting forms:
• Application to Become a Bank Holding Company and/or Acquire an Additional Bank or
Bank Holding Company (FR Y-3),
• Notification to Become a Bank Holding Company and/or Acquire an Additional Bank or
Bank Holding Company (FR Y-3N), and
• Notification by a Bank Holding Company to Acquire a Nonbank Company and/or
Engage in Nonbanking Activities (FR Y-4).
These filings collect information on proposals by bank holding companies (BHCs)
involving formations, acquisitions, mergers, and nonbanking activities. The Board requires the
submission of these filings for regulatory and supervisory purposes and to allow the Board to
fulfill its statutory obligations under the Bank Holding Company Act of 1956 (BHC Act). The
Board uses this information to evaluate each individual transaction with respect to financial and
managerial factors, permissibility, competitive effects, financial stability, net public benefits, and
the impact on the convenience and needs of affected communities.
The Board revised the FR Y-3, FR Y-3N, and FR Y-4 forms and instructions to update or
add certain citations and references; delete language that requires an explanation of the
assumptions used in financial projections only if the projections deviate from historical
performance; remove the sample publication from the instructions; add questions regarding
groups acting in concert, individuals who would own 10 percent or more of the applicant, and
companies that would own five percent or more of the applicant; add a requirement that
applicants provide a breakdown of pro forma equity; add a requirement that applicants identify
any management official of the applicant who is also a management official at another
depository institution; and add a question regarding the integration of the target into the
applicant.
The current estimated total annual burden for the FR Y-3, FR Y-3N, and FR Y-4 is 7,215
hours, and would increase to 7,603 hours. The revisions would result in an increase of 388 hours.
The forms and instructions are available on the Board’s public website at
https://www.federalreserve.gov/apps/reportingforms.
Background and Justification
Pursuant to section 3 of the BHC Act and the Board’s Regulation Y - Bank Holding
Companies and Change in Bank Control (12 CFR Part 225), a company proposing to become a
BHC, or a BHC proposing to acquire a subsidiary bank, or acquire control of bank or BHC

securities generally must apply for the Board’s prior approval. 1 The FR Y-3 is the required form
for such an application. Certain BHC formations and acquisitions of banks instead require only
the filing of a prior notice with the Board. 2 The FR Y-3N is the required form for such a notice.
In assessing an application or notice pursuant to section 3 of the BHC Act, the Board considers
the competitive effects of the proposal; the financial and managerial resources and the future
prospects of the institutions involved, as well as the effectiveness of the institutions in
combatting money laundering; the effects of the proposal on the convenience and needs of the
communities to be served; and the effects of the proposed transaction on the stability of the
United States banking or financial system.3
Section 4 of the BHC Act generally states that a BHC may not acquire ownership of any
company that is not a bank.4 However, section 4 and the Board’s Regulation Y provide that a
BHC may engage in certain nonbanking activities or acquire a company engaged in certain
nonbanking activities after providing notice to the Board, or, in some cases, without obtaining
prior approval or providing prior notice.5 In circumstances where a prior notice is required
pursuant to Regulation Y, the FR Y-4 is the required form for such a notice. In acting on such a
proposal, the Board considers whether the notificant’s performance of the activities can
reasonably be expected to produce benefits to the public (such as greater convenience, increased
competition, and gains in efficiency) that outweigh possible adverse effects (such as undue
concentration of resources, decreased or unfair competition, conflicts of interest, and unsound
banking practices). The Board’s consideration of these factors includes an evaluation of the
financial and managerial resources of the notificant, including its subsidiaries and any company
to be acquired, the effect of the proposed transaction on those resources, and the management
expertise, internal control and risk-management systems, and capital of the entity conducting the
activity.6
The Federal Reserve has the sole authority to act on applications and notices filed under
sections 3 and 4 of the BHC Act. The information requested for each filing is necessary for the
Board to fulfill its responsibilities under the BHC Act. The completed filings are the primary
source of comprehensive data on the structure of the proposal, the pro forma financial condition
of the filer and its subsidiary(ies), the competitive effects of the proposal, the effect that the
proposal would have on the public interest, and, if applicable, the nonbanking activities in which
the filer proposes to engage. This information is not available from any other source and is
necessary for the Federal Reserve to determine whether a proposed transaction is consistent with
the relevant statutory factors for approval under the BHC Act and Regulation Y.
Description of Information Collection
The FR Y-3, FR Y-3N, and FR Y-4 are event generated. The application and notification
forms collect information concerning proposed BHC formations, acquisitions, mergers, and
1

12 U.S.C. § 1842(a); 12 CFR 225.11.
12 CFR 225.14, 225.17.
3 12 U.S.C. § 1842.
4 12 U.S.C. § 1843(a).
5 12 U.S.C. § 1842(c); 12 CFR Part 225.22-.23, Subpart C.
6 12 U.S.C. § 1843.
2

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proposed nonbanking activities. The acquisitions may involve bank, nonbank, and BHC targets.
These applications and notifications are submitted to the appropriate Federal Reserve Bank by
existing or proposed BHCs.
Certain applicants and notificants that file the FR Y-3, FR Y-3N, or FR Y-4 are required
to disclose certain information in the form of a newspaper notification. Applicants that file the
FR Y-3 and notificants that file the FR Y-3N pursuant to section 225.14 of Regulation Y are
required to publish a notice in a newspaper of general circulation in the community or
communities in which the head offices of the largest subsidiary bank, if any, of an applicant and
of each bank, shares of which are to be directly or indirectly acquired, are located . Notificants
that file the FR Y-4 are required to publish a newspaper notice, only in connection with a
proposal to acquire a savings association, in the communities in which the head offices of the
notificant BHC, its largest subsidiary bank, and each savings association to be directly or
indirectly acquired is located. Notificants that file the FR Y-3N pursuant to section 225.17 of
Regulation Y are not required to publish any newspaper notice.
When required, a newspaper notice must state the name and address of the applicant and
its proposed subsidiary, and it must invite the public to submit written comments to the
appropriate Federal Reserve Bank. The newspaper notice must be published no more than fifteen
calendar days before and no later than seven calendar days after the date that the application is
filed with the appropriate Reserve Bank.
FR Y-3
Except with regard to acquisitions that qualify for a FR Y-3N prior notice filing, as
described below, the FR Y-3 application form must be submitted by:
• a company7 seeking prior approval to become a BHC through the direct or indirect
acquisition of one or more banks, or
• an existing BHC seeking prior approval to (1) take any action that causes a bank to
become a subsidiary of the BHC, (2) acquire direct or indirect ownership or control of
any voting securities of a bank or BHC, if the acquisition results in the company’s control
of more than 5 percent of the outstanding shares of any class of voting securities of the
bank or BHC,8 (3) merge or consolidate with another BHC, or (4) otherwise acquire all or
substantially all of the assets of a bank.
The FR Y-3 application requires information on the structure of the proposed transaction,
information on competition, convenience and needs, financial stability, and financial and
managerial information. The FR Y-3 instructions describe the publication requirements for each
application.

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Including any United States corporation, partnership, business trust, association, any other trust that does not
terminate within twenty-five years (or within twenty-one years and ten months after the death of individuals living
on the effective date of the trust), or similar organization. 12 CFR 225.2(d)(1).
8 Once a BHC owns more than 50 percent of the outstanding voting securities of a bank, the BHC Act provides that,
generally, no further regulatory approval is required to acquire additional shares of the bank. See 12 CFR 225.12(c).

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FR Y-3N
The FR Y-3N prior notification form, rather than the FR Y-3 application, may be
submitted for:
• certain one-bank BHC formations described in section 225.17 of Regulation Y, or
• certain bank acquisitions by existing well-run BHCs, as described in section 225.14 of
Regulation Y.
Formation notifications filed under section 225.17 of Regulation Y must be provided in
writing and contain a certification that the requirements of 12 U.S.C. § 1842(a)(C) and section
225.17(a) of Regulation Y are met. The notification also must contain shareholder information,
both prior to and following the reorganization, as well as management and financial information.
Acquisition and merger notifications filed under section 225.14 of Regulation Y must be
provided in writing and contain a certification that all of the criteria listed in section 225.14(c)
are satisfied. Among other criteria, only well-capitalized and well-managed organizations may
use the expedited procedure in section 225.14. Each notification also must contain a description
of the transaction and the effect on the convenience and needs of the communities to be served,
evidence of publication of the proposed transaction, financial information based on the size of
the BHC, managerial and capital information that is dependent on the type of proposal, and
competitive information.
Although the FR Y-3N requires the same type of information as the FR Y-3, the
FR Y-3N requests less detail. The FR Y-3N instructions describe the publication requirements
for notifications filed under section 225.14 of Regulation Y. Notifications filed under section
225.17 do not require public notice.
FR Y-4
•
•

The FR Y-4 notification form is completed by a BHC to:
acquire the assets or shares of a nonbank company (including a nonbank insured
depository institution) and engage in nonbanking activities under section 4(c)(8) of the
BHC Act, or
engage de novo in nonbanking activities under section 4(c)(8) of the BHC Act.

These notifications generally require information on the proposed transaction,
information on competition and public benefits, and financial and managerial information. For
notifications to engage de novo in nonbanking activities permissible under Regulation Y, only
the name and location of the applicant, the name and location of the company that will perform
the activity, the activity to be conducted, and the geographic area to be served must be submitted.
The instructions to the FR Y-4 describe two expedited procedures for certain nonbanking
proposals, one of which does not require use of a notification form. The first expedited procedure
allows well-run BHCs to file post-consummation notices for proposals to engage de novo in

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nonbanking activities that have been permitted by regulation. 9 The second procedure allows
well-run BHCs (that also meet certain additional criteria in section 225.23(c) of Regulation Y) to
seek prior Federal Reserve approval on an expedited timeframe. 10 To use the second procedure, a
BHC must file, at the appropriate Reserve Bank and at least 12 business days before effecting the
proposed transaction, an FR Y-4 that contains the information required in section 225.23(a) of
Regulation Y. Within 12 business days following the filing, the Reserve Bank or the Board may
indicate that a non-expedited notification is required under section 225.24 of Regulation Y.
Proposals that do not qualify for the two streamlined procedures are subject to the
standard (non-expedited) procedures outlined in section 225.24 of Regulation Y. The
informational requirements for such a notification depend on the type of transaction and are
contained in sections 225.24(a)(1) and (2) of Regulation Y. To engage de novo in permissible
nonbanking activities listed in section 225.28 of Regulation Y (listed activities), the BHC must
file a notification containing a description of the activities to be conducted, with appropriate
legal authorities cited, and the identity of the company that will conduct the activity. To engage
de novo in nonbanking activities not listed in section 225.28 of Regulation Y but previously
approved by the Board (unlisted activities), or to acquire a company engaged in listed or unlisted
activities, the notification must include a description of the proposal; the identity of any entity
involved in the proposal; a statement of public benefits; certain financial information; a
description of management expertise, internal controls, and risk-management systems to be
utilized; and a copy of any purchase agreement(s). The FR Y-4 instructions describe the
publication requirements for each relevant transaction type.
Respondent Panel
The FR Y-3 and FR Y-3N panels comprise BHCs and any company seeking to become a
BHC. The FR Y-4 panel comprises BHCs.
Frequency and Time Schedule
The FR Y-3, FR Y-3N, and FR Y-4 application and notifications submitted pursuant to
these forms are event-generated and filed with the appropriate Reserve Bank. Applicants are
strongly encouraged to submit their applications electronically through the Federal Reserve
System’s web-based platform, FedEZFile
(https://www.federalreserve.gov/supervisionreg/afi/afi.htm).11

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The notificant BHC does not use the FR Y-4 form to satisfy this requirement. Instead, within 10 business days
after commencing the activity, the BHC submits in writing to its appropriate Reserve Bank the information and
certifications specified in section 225.22(a)(3) of Regulation Y.
10 The nonbanking proposals that may qualify for this expedited procedure involve a filing to (1) engage de novo in
any nonbanking activity that the Board has permitted by order or regulation or (2) acquire voting shares or assets of
a going concern engaged in any nonbanking activity that the Board has permitted by order or regulation (except
operating a nonbank insured depository institution).
11 The FR Y-3, FR Y-3N, and FR Y-4 application may alternatively be submitted in paper form, however applicants
are strongly encouraged to submit applications though FedEZFile.

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Revisions to the FR Y-3, FR Y-3N and FR Y-4
The Board modified the language in the General Instructions of the FR Y-3, FR Y-3N,
and FR Y-4 by replacing references to E-Apps with FedEZFile, which is the Board’s new webbased application that replaces E-Apps and is used by filers to submit notices and applications to
the Federal Reserve System. In addition, the Board removed the reference to Reserve Banks with
regard to the applicant obtaining a copy of the Board’s Regulation Y in all three instructions. A
link to Regulation Y on the Board’s website is already provided in the instructions. The Board
removed the sample public notice from the General Instructions of the FR Y-3 and FR Y-3N.
This language is unnecessary, as the instructions also direct applicants to the public websites of
the Board and the appropriate Reserve Bank, which contain the most up-to-date sample public
notice. The Board updated the reference to the Board’s Rules Regarding Availability of
Information, which governs requests for confidential treatment, in the General Instructions of
FR Y-3N. This revision will correct the previous reference of 12 CFR 261.15 to 261.17.
Revisions to the FR Y-3 Only
The Board made the following additional revisions to the FR Y-3.
References
1. Updated the reference to the Board’s Rules Regarding Delegation of Authority with
respect to Competitive Structural Criteria, from section 265.11c(11)(v)) to section
265.20(c)(12)(v)(A).
2. Added a reference to the Board’s Supervision and Regulation (SR) Letter 20-20,
which describes the Federal Reserve System’s new process for obtaining fingerprints
from individuals when required. Adding the reference would facilitate the completion
of, and clarify how, fingerprinting is conducted.
Additional Required Items
1. For current and pro forma shareholders of the applicant, identify those individual
shareholders who are a group acting in concert. This information would allow the
Federal Reserve to identify groups of individuals who would have the ability to
exercise control over the applicant.
2. Provide a list of shareholders of the applicant who would own 10 percent or more or
the shares of the applicant and any company that would own 5 percent of more of the
shares of the applicant on a pro forma basis. This information would allow the
Federal Reserve to determine who is exercising control of the applicant as a principal
shareholder and whether an investing company may be required to file an FR Y-3
application separately to become a BHC.
3. Provide a breakdown of the pro forma equity of the applicant by dollar amount,
number of shares and class of stock, including voting and non-voting shares of the
applicant. This information would allow the Federal Reserve to determine the quality
of the capital of the applicant and to determine which type of stock is the dominant
form of capital.
4. Identify any management official of the applicant who is also a management official
at another depository institution, bank holding company, or savings and loan holding

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company. This question would allow the Federal Reserve to determine if any
individual is subject to the management interlock requirements of the Board’s
Regulation L - Management Official Interlocks (12 CFR Part 212).
5. Provide a copy of the Applicant’s integration plan to merge the operations of the
combined organization. This question would allow the Federal Reserve to assess the
future prospects (a statutory factor) of combined organization.
Deletion
1. With respect to the request for financial projections, remove language that requires an
explanation of the assumptions used in the projections only if the projections deviate
from historical performance. This change would allow the Federal Reserve to better
assess the validity of financial projections under any circumstances and not just in the
case of deviations from historical performance.
Public Availability of Data
With regard to applications filed using the FR Y-3, FR Y-3N, and FR Y-4, the Board
publishes certain information regarding the parties to and structure of the associated transactions
in its H.2 release and in the Federal Register. No data collected through the FR Y-3, FR Y-3N,
or FR Y-4 is proactively made available to the public by the Board. The Board may release nonconfidential information included in the FR Y-3, FR Y-3N, and FR Y-4 upon request, pursuant
to the Freedom of Information Act (FOIA).
Legal Status
Section 3(a) of the BHC Act (12 U.S.C. § 1842(a)) requires Board approval for
formations, acquisitions, and mergers of BHCs, and section 3(c) of the BHC Act (12 U.S.C. §
1842(c)) sets forth the factors that the Board must consider in approving such an application.
Additionally, section 5(b) of the BHC Act authorizes the Board to issue regulations and orders to
carry out the purposes of section 3 of the BHC Act, among other provisions (12 U.S.C. §
1844(b)). These sections of the BHC Act provide the legal authorization for the FR Y-3 and the
FR Y-3N. Section 4(j) of the BHC Act requires BHCs to give prior written notice to the Board of
any acquisition of a nonbank company or commencement of any nonbanking activities
(12 U.S.C. § 1843(j)). This section of the BHC Act provides the legal authorization for the
FR Y-4. The obligation to respond to the FR Y-3, FR Y-3N, and FR Y-4 is required to obtain a
benefit.
To the extent a respondent submits commercial or financial information in connection
with the FR Y-3, FR Y-3N, or FR Y-4, which is both customarily and actually treated as private
by the respondent, the respondent may request confidential treatment pursuant to exemption 4 of
the FOIA (5 U.S.C. § 552(b)(4)). To the extent a respondent submits personal, medical, or
similar files, the disclosure of which would constitute an unwarranted invasion of privacy, the
respondent may request confidential treatment pursuant to exemption 6 of the FOIA (5 U.S.C. §
552(b)(6)). To the extent a respondent submits information contained in or related to
examination, operating, or condition reports prepared by, on behalf of, or for the use of an

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agency responsible for the regulation or supervision of financial institutions, the information
would be confidential pursuant to exemption 8 of the FOIA (5 U.S.C. § 552(b)(8)).
Consultation Outside the Agency
There has been no consultation outside the Federal Reserve System.
Public Comments
On April 30, 2024, the Board published an initial notice in the Federal Register (89 FR
34246) requesting public comment for 60 days on the extension, with revision, of the FR Y-3,
FR Y-3N, and FR Y-4. The comment period for this notice expired on July 1, 2024. The Board
did not receive any comments. The Board adopted the extension, with revision, of the FR Y-3,
FR Y-3N, and FR Y-4 as originally proposed. On July 29, 2024, the Board published a final
notice in the Federal Register (89 FR 60891).
Estimate of Respondent Burden
As shown in the table below, the estimated total annual burden for the FR Y-3, FR Y-3N,
and FR Y-4 is 7,215 hours, and would increase to 7,603 hours with the revisions. The estimated
number of respondents is based on the number of applications and notifications, including postconsummation notices, received between 2020 and 2022. The burden estimate was produced
using the standard Board burden calculation methodology. These reporting and disclosure
requirements represent less than 1 percent of total Board’s total paperwork burden.

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FR Y-3, FR Y-3N, and
FR Y-4
Current
Reporting
FR Y-3
New BHCs
Existing BHCs
FR Y-3N
FR Y-4
Complete notification
Expedited notification
Post-consummation
Disclosure
FR Y-3
FR Y-3N
FR Y-4 Complete notification
Current Total
Proposed
Reporting
FR Y-3
New BHCs
Existing BHCs
FR Y-3N
FR Y-4
Complete notification
Expedited notification
Post-consummation
Disclosure
FR Y-3
FR Y-3N
FR Y-4 Complete notification
Proposed Total

Estimated
number of
respondents12

Estimated
annual
frequency

65
55
18

1
1
1

50.05
62.15
4

3,253
3,418
72

24
10
1

1
1
1

11
4.5
0.53

264
45
1

120
18
24

1
1
1

65
55
18

1
1
1

52.53
66.28
4

3,414
3,645
72

24
10
1

1
1
1

11
4.5
0.53

264
45
1

120
18
24

1
1
1

Change

Estimated
Estimated
average hours annual burden
per response
hours

1
1
1

1
1
1

120
18
24
7,215

120
18
24
7,603
388

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Of these respondents, 136 (54 FR Y-3 New BHCs, 43 FR Y-3 Existing BHCs, 16 FR Y-3N, 17 FR Y-4 Complete
notification; 6 FR Y-4 Expedited notification, and 0 FR Y-4 Post-consummation) are considered small entities as
defined by the Small Business Administration (i.e., entities with less than $850 million in total assets). Size
standards effective March 17, 2023. See https://www.sba.gov/document/support-table-size-standards. There are no
special accommodations given to mitigate the burden on small institutions.

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The estimated total annual cost to the public for the FR Y-3, FR Y-3N, and FR Y-4 is
$503,968, and would increase to $531,070 with the revisions.13
Sensitive Questions
This information collection contains no questions of a sensitive nature, as defined by
OMB guidelines.
Estimate of Cost to the Federal Reserve System
The estimated cost to the Federal Reserve System for collecting and processing the
FR Y-3, FR Y-3N, and FR Y-4 is $1,400 for one-time costs, and $278,700 for ongoing costs.

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Total cost to the responding public is estimated using the following formula: total burden hours, multiplied by the
cost of staffing, where the cost of staffing is calculated as a percent of time for each occupational group multiplied
by the group’s hourly rate and then summed (30% Office & Administrative Support at $23, 45% Financial
Managers at $84, 15% Lawyers at $85, and 10% Chief Executives at $124). Hourly rates for each occupational
group are the (rounded) mean hourly wages from the Bureau of Labor Statistics (BLS), Occupational Employment
and Wages, May 2023, published April 3, 2024, https://www.bls.gov/news.release/ocwage.t01.htm . Occupations are
defined using the BLS Standard Occupational Classification System, https://www.bls.gov/soc/.

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