CRD VI Material Acquisitions: The New EBA Notification Regime

ByOfficer

On 17 July 2026 the European Banking Authority published its final draft Regulatory Technical Standards (EBA/RTS/2026/06) and Implementing Technical Standards (EBA/ITS/2026/03) covering four operations that CRD VI brought under prudential supervision for the first time: material acquisitions, material transfers of assets or liabilities, mergers and divisions carried out by credit institutions and financial holding companies. For reporting and authorisation teams, the standards turn a set of high-level Directive obligations into concrete materiality thresholds, minimum information lists and cross-authority procedures.

The trigger for a CRD VI material acquisition is a bank or holding company doing the acquiring, transferring, merging or dividing, so the functions that will own these filings are usually the same corporate-development, prudential and authorisation teams that already handle qualifying-holding notifications, ICAAP submissions and licence variations. Getting the perimeter wrong costs both ways. A missed notification is a supervisory breach, while treating an ordinary intra-group reshuffle as a full assessable acquisition can burn weeks of preparation on a transaction the competent authority may decide not to assess at all.

The RTS and ITS are final draft. The EBA has submitted them to the European Commission for endorsement, after which they face scrutiny by the European Parliament and the Council before publication in the Official Journal. None of the package binds an institution until that happens, and the point of preparing now is that the underlying CRD VI provisions the standards operationalise already sit in national law across the Union.

Related reading: CRD VI Luxembourg Transposition Law 2026

Where the standards sit in the CRD VI timeline

The mandate comes from Directive (EU) 2024/1619, the sixth Capital Requirements Directive, adopted on 31 May 2024 and published in the Official Journal on 19 June 2024. That directive inserted the material-operations regime into Directive 2013/36/EU and handed the EBA the technical-standards work under Article 27b(7) for the RTS and Articles 27c(5) and 27k(3) for the implementing standards. The dates that matter for planning are short and specific.

  • 31 May 2024: CRD VI (Directive (EU) 2024/1619) adopted; Official Journal citation OJ L, 2024/1619, 19 June 2024.
  • 10 July 2026: EBA deadline to submit the RTS and the Article 27c(5) consultation ITS to the European Commission.
  • 17 July 2026: EBA published the final draft RTS (EBA/RTS/2026/06) and the combined ITS (EBA/ITS/2026/03), following the EBA consultation on technical standards on prudentially material transactions under CRD, launched in December 2025.
  • Next: Commission endorsement, then Parliament and Council scrutiny, then Official Journal publication. No fixed application date is set in the package.

The two implementing mandates carried different statutory deadlines, and the EBA chose to publish a single combined ITS in July instead of splitting the work across two delivery dates. That is a drafting simplification with an operational consequence: the consultation procedures for acquisitions and for mergers and divisions arrive together, in one instrument, even though the Level 1 text treats them as two mandates.

What CRD VI actually put under supervision

The regime applies to material operations carried out by a credit institution, a financial holding company or a mixed financial holding company that falls within the scope of Article 21a(1) CRD. The EBA groups the new supervisory tools around four operations: acquisitions of material holdings, material transfers of assets or liabilities, mergers, and divisions. The stated aim is to level the playing field against national fragmentation, so that a bank expanding by acquisition in one Member State meets a comparable prudential gate to one doing the same elsewhere.

A recurring confusion is worth settling at the outset, because it changes which team owns the file. The long-standing Article 22 CRD regime covers someone acquiring a qualifying holding in a bank, an inbound change of control assessed under Article 23. The CRD VI material-transactions regime covers material acquisitions, material transfers of assets or liabilities, and mergers and divisions involving credit institutions or (mixed) financial holding companies within the scope defined by CRD VI. The EBA has clarified, in response to consultation feedback that cited the Court of Justice’s Fininvest judgment of 19 September 2024, that the judgment concerns Article 22 qualifying holdings and does not extend to the Article 27a material-acquisition regime. An intra-group restructuring can therefore fall outside Article 22 while still triggering an Article 27a notification.

The banking-consolidation agenda that produced these tools is the same one running through the resolution and simplification debates. Readers tracking that thread will find the context in our coverage of the SRB competitiveness consultation response, where consolidation and the growth agenda meet the resolution framework.

The materiality thresholds that pull a transaction into scope

Two of the four operations are gated by a quantitative materiality threshold set out in Article 27a CRD, and the RTS lay down the methodology for calculating it so that the same transaction is measured the same way in every Member State. A material acquisition is an acquisition of a holding, in a financial or non-financial entity, equal to or greater than 15 percent of the total eligible capital of the proposed acquirer. A material transfer is a transfer of assets or liabilities equal to or greater than 10 percent of the total value of assets or liabilities where the transfer occurs outside the group, or 15 percent where it occurs within the group.

The anti-circumvention rule is the detail most likely to catch a structuring team by surprise. The RTS require acquisitions carried out within a 12-month period to be considered in aggregate when testing the materiality threshold, so a sequence of sub-threshold purchases cannot be used to stay below the notification line. Consultation respondents challenged this as going beyond the Level 1 text; the EBA retained it on the ground that the circumvention risk justifies a narrowly scoped aggregation.

Where the proposed acquirer is a credit institution, the notification goes to its own competent authority if the threshold is met at individual level, and also to the consolidating supervisor if the threshold is met at both individual and consolidated level. Indirect acquisitions are captured too: where a subsidiary inside the consolidation perimeter, and one that is not itself a credit institution or holding company, carries out the deal, the threshold may be met only at consolidated level. That routing question determines how many authorities see the file and whether a joint decision is in play.

What each notification package has to contain

The RTS build a common information core in Chapter 1 for material acquisitions, then reuse it for transfers, mergers and divisions so that a bank preparing several kinds of operation works from one consistent data model. For an acquisition of a material holding, the minimum list covers the identity of the proposed acquirer and the transaction, the calculation showing how the materiality threshold was determined, a three-year business plan with forecast financial information and the impact on prudential ratios and requirements, and information on post-acquisition internal governance and AML/CFT arrangements. A proposed acquisition of a controlling stake attracts a more comprehensive business-plan submission than a minority material holding.

For mergers, the notifying party is the credit institution or holding company that will result from the operation, and the package adds an implementation plan describing the integration project, its governance and its timeline. The assessment reaches into Pillar 2 requirements and guidance, the treatment of any accounting badwill, and systemic importance, because the competent authority has to judge whether the combined entity will keep meeting prudential requirements. One simplification is easy to miss: the EBA deleted a proposed requirement to submit suitability information for new management-body members, on the basis that fit-and-proper assessment runs as a separate CRD procedure. Teams should still expect that parallel process, which we cover in the ESMA and EBA suitability assessment guidelines, to run alongside the notification.

Which operations are assessed and which are notify-only

The four operations do not carry the same supervisory weight, and this is the distinction that governs how much lead time a transaction needs. Material acquisitions, mergers and divisions are notified and then assessed by the competent authority. Material transfers are notified only; the CRD does not provide for a supervisory assessment of a transfer, which is why the RTS ask for a lighter information set from the transferor and reserve the fuller set for the transferee.

Several carve-outs sit inside the transfer rule. Under Article 27f(2), third sub-paragraph, CRD, the transfer regime does not apply to transfers of non-performing assets, transfers of assets destined for a cover pool as defined in Article 3, point (3), of the Covered Bonds Directive (EU) 2019/2162, transfers of assets to be securitised, or transfers of assets or liabilities made in the course of using resolution tools under Title IV of the Bank Recovery and Resolution Directive 2014/59/EU. A securitisation or an NPL sale that would clear the 10 percent line is therefore outside the notification perimeter, provided it fits one of those limbs.

Mergers carry their own discretion. Under Article 27i(2) CRD, mergers between financial stakeholders in the same group are subject to a discretionary assessment, meaning the competent authority may decide not to assess them, and the RTS require the authority to communicate whether it will exercise that discretion. The assessment also drops away where a merger or division sets up a new credit institution that needs authorisation, or a holding company that needs approval under Article 21a(1), because the licensing procedure absorbs most of what the merger assessment would examine.

The assessment criteria for material acquisitions, mergers and divisions

For material acquisitions, the criteria come from Article 27b(1) CRD: continuous compliance with prudential requirements after the acquisition, and the absence of a reasonable suspicion of money laundering or terrorist-financing risk. The methodology in the RTS is forward-looking, weighing material changes to the business model, the related financial and prudential forecasts, and the internal-governance picture that the acquisition produces.

For mergers and divisions, Article 27j CRD reaches back to the qualifying-holdings criteria in Article 23 CRD and applies them to the entity that results from the operation: reputation, continuous compliance with prudential requirements, financial soundness, the implementation plan, and suspicion of money laundering or terrorist financing. The AML/CFT dimension is not a box-tick. For acquisitions, mergers and divisions the competent authority consults the AML/CFT supervisor, which may issue a negative opinion on money-laundering or terrorist-financing grounds that the prudential authority then has to take into account. Where the assessment of systemic importance could change as a result of a merger, the RTS require coordination with the relevant macroprudential authorities.

Proportionality, intra-group relief and the small-entity buckets

Proportionality is built into the common provisions rather than bolted on as an exemption list. Information already held by the competent authority does not have to be resubmitted. Where an acquisition is hostile or takes the form of a public offer, the proposed acquirer submits the information within its availability. The level of detail is meant to track the complexity and risk profile of the operation, and intra-group operations attract a reduced information set given the integration that already exists between the entities. For material acquisitions, the same reduced treatment extends to operations between members of the same institutional protection scheme under Article 113(7) CRD, a concept familiar to teams that already handle large exposures reporting and its intra-group and IPS exemptions.

Mergers and divisions get two explicit size buckets on top of the intra-group relief. The first applies where the entity being merged has total assets of EUR 1 billion or less. The second applies where the combined total assets of the entity being merged and the merging financial stakeholders come to EUR 5 billion or less. In both cases the RTS ask for significantly streamlined information and a proportionate assessment. A residual criterion catches the transactions that fall outside those buckets: where the ratio between the greater of the purchase price or book value of the entity being merged and the total eligible capital of the merging financial stakeholder is below 15 percent, a lighter package again applies. The 15 percent merger ratio deliberately mirrors the 15 percent acquisition threshold, so that a low prudential impact draws a lighter touch across both tools.

To avoid duplicating work that company law already requires, the RTS lean on documents prepared under Title II of the Company Law Directive (EU) 2017/1132 for mergers and divisions. This simplification instinct runs alongside the wider EBA effort we track in our coverage of capital framework simplification and stacking orders.

The consultation ITS and where authorities have to cooperate

The combined ITS (EBA/ITS/2026/03) sets the plumbing for cooperation between authorities. Chapter 1 applies to all three assessed operations, requiring competent authorities to designate contact points and setting out the consultation process between the authority in charge of the assessment and any supervisor of another financial-sector entity involved in the operation. It covers the initial consultation notice, the acknowledgement of receipt, and the timeline for the requested authority to respond within the limited assessment period.

Chapters 2 and 3 of the ITS apply only to material acquisitions, and only where the competent authority differs from the consolidating supervisor. Chapter 2 governs the scenario where the materiality threshold is reached at individual level only or at consolidated level only: one authority notifies the other, consults during the assessment period, and communicates the outcome. Chapter 3 covers the scenario where the threshold is met at both individual and consolidated levels simultaneously, requiring the assessment to be carried out by the two competent authorities together and closed by a joint decision. The assessment is only complete once that joint decision is adopted, or once EBA mediation resolves a disagreement between the consolidating supervisor and the competent authority. For a cross-border acquirer, that mediation route is the backstop that keeps a split supervisory view from stalling a deal indefinitely.

What reporting and authorisation teams can do before endorsement

Because the standards are not yet in the Official Journal, the practical work now is mapping the pipeline ahead of any filing. Corporate-development pipelines can be screened against the two quantitative gates, the 15 percent acquisition threshold and the 10 or 15 percent transfer thresholds, with the 12-month aggregation rule applied to any programme of staged purchases. Transactions that clear a gate need an owner for the notification pack and a view on whether the file goes to the solo authority, the consolidating supervisor, or both.

Authorisation teams have a specific item to note. The RTS amend Commission Delegated Regulation (EU) No 2022/2580 on the information provided for authorisation as a credit institution, so that where a merger or division is combined with the licensing of a new credit institution, the application carries the implementation plan or integration project. That closes a gap the current authorisation file leaves open, and it means the merger and the licence are prepared as one evidence base. One more housekeeping point sits in the background: the parallel RTS specifying the minimum information for qualifying-holdings notifications under Article 23(6) CRD has been deprioritised by the Commission and its finalisation frozen, so the qualifying-holdings and material-acquisition information sets are not moving in lockstep.

Frequently Asked Questions

Are the EBA material acquisitions RTS and ITS in force yet?

No. As of July 2026 they are final draft standards submitted to the European Commission. They need Commission endorsement, then scrutiny by the European Parliament and the Council, and then publication in the Official Journal before they apply. An institution planning a transaction should treat the thresholds and information lists as the near-final shape of the requirement, while dating any go-live to Official Journal publication rather than to the 17 July 2026 EBA press release.

How is the 15 percent material-acquisition threshold measured, and can several small deals be aggregated?

The threshold is 15 percent of the total eligible capital of the proposed acquirer, measured under the methodology in the RTS so it is calculated consistently across Member States. Acquisitions carried out within a 12-month period are considered in aggregate, which prevents a programme of sub-threshold purchases from staying below the line. For a controlling stake, expect a fuller business-plan submission than for a minority material holding.

Does a material transfer of assets or liabilities require a supervisory assessment?

No. A material transfer is notification-only under the CRD, which is why the RTS request a lighter information set from the transferor. The transfer regime also excludes transfers of non-performing assets, assets destined for a cover pool under the Covered Bonds Directive, assets to be securitised, and transfers made using resolution tools under the Bank Recovery and Resolution Directive. A qualifying securitisation or NPL sale therefore stays outside the notification perimeter even above the 10 percent gate.

When do two competent authorities have to reach a joint decision?

For a material acquisition where the materiality threshold is met at both individual and consolidated levels and the competent authority differs from the consolidating supervisor. The ITS require the two authorities to cooperate and close the assessment with a joint decision, and the assessment is only complete once that decision is adopted or once EBA mediation resolves a disagreement between them.

How does this differ from the Article 22 qualifying-holdings regime?

Article 22 CRD covers an outside party acquiring a qualifying holding in a bank, assessed under Article 23. The new Article 27a regime covers the bank or holding company itself acquiring, transferring, merging or dividing. The EBA has confirmed that the Court of Justice’s Fininvest judgment applies to the Article 22 regime and not to Article 27a, so a restructuring can sit outside the qualifying-holdings rules yet still need a material-acquisition notification.

What thresholds reduce the information set for a merger?

Two size buckets and a ratio test. Streamlined information applies where the entity being merged has total assets of EUR 1 billion or less, or where the combined total assets of the entity being merged and the merging stakeholders are EUR 5 billion or less. A residual test applies a lighter package where the ratio of the purchase price or book value of the entity being merged to the total eligible capital of the merging stakeholder is below 15 percent. Intra-group mergers under Article 27i(2) also draw discretionary treatment.

Do the standards change any COREP or FINREP return?

No. This is a transaction-notification and assessment process, not a periodic supervisory reporting return, so there is no new COREP or FINREP template to populate on a quarterly cycle. The build sits in the deal-notification and authorisation workflow. The one downstream amendment is to Commission Delegated Regulation (EU) No 2022/2580 on the authorisation of credit institutions, which now carries the implementation plan where a merger or division is combined with a new-bank licence.

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Key Takeaways

  • CRD VI created four new prudential notifications for operations carried out by banks and holding companies themselves: material acquisitions, material transfers, mergers and divisions. The EBA’s final RTS (EBA/RTS/2026/06) and ITS (EBA/ITS/2026/03), published 17 July 2026, set the thresholds, information lists and consultation rules.
  • The gates are quantitative: 15 percent of the acquirer’s total eligible capital for material acquisitions, and 10 percent (outside group) or 15 percent (within group) of asset or liability value for material transfers, with acquisitions aggregated over any 12-month period.
  • Material acquisitions, mergers and divisions are assessed; material transfers are notification-only, with carve-outs for NPLs, cover-pool assets, securitisation and resolution transfers.
  • The Article 27a material-acquisition regime is distinct from the Article 22 qualifying-holdings regime, and the EBA has confirmed the Fininvest judgment does not read across.
  • Proportionality is heavy: intra-group and IPS relief, EUR 1 billion and EUR 5 billion merger size buckets, a 15 percent purchase-price-to-capital residual test, and reliance on Company Law Directive documents.
  • The standards are final draft, submitted to the Commission and awaiting Parliament and Council scrutiny and Official Journal publication; nothing binds an institution until then.
  • Authorisation teams should note the amendment to Commission Delegated Regulation (EU) No 2022/2580 that adds the implementation plan where a merger or division is combined with a new-bank licence.

Sources and References

  • EBA press release, “The EBA publishes its final draft technical standards on material acquisitions, material transfers, mergers and divisions under the Capital Requirements Directive”, 17 July 2026: eba.europa.eu
  • EBA Final Report, “Draft RTS on the minimum information, assessment methodology and process related to material acquisitions, material transfers, mergers and divisions under Article 27b(7) of Directive 2013/36/EU, and amending Commission Delegated Regulation (EU) No 2022/2580; and draft ITS on the consultation process under Articles 27c and 27k” (EBA/RTS/2026/06, EBA/ITS/2026/03), 17 July 2026 (linked from the EBA press release above; consultation EBA/CP/2025/25, launched December 2025).
  • Directive (EU) 2024/1619 (CRD VI), amending Directive 2013/36/EU, OJ L, 2024/1619, 19 June 2024: eur-lex.europa.eu
  • Directive 2013/36/EU (Capital Requirements Directive), Articles 21a, 27a to 27k: eur-lex.europa.eu
  • Commission Delegated Regulation (EU) No 2022/2580 (authorisation of credit institutions): eur-lex.europa.eu
  • Directive (EU) 2017/1132 (Company Law Directive), Title II: eur-lex.europa.eu
  • Directive (EU) 2019/2162 (Covered Bonds Directive), Article 3(3): eur-lex.europa.eu
  • Directive 2014/59/EU (Bank Recovery and Resolution Directive), Title IV: eur-lex.europa.eu

Preparing the notification build ahead of Official Journal day

The value of a final draft is that it is stable enough to design against. The thresholds, the information core, the intra-group and small-entity relief, and the joint-decision route are unlikely to move materially through endorsement, so a bank with an active acquisition or restructuring pipeline can already decide which transactions clear a gate, who owns the notification, and which authorities will be in the room. The date to watch is Official Journal publication, and the work that pays off before then is the mapping, not the filing.

Last updated: July 2026

Disclaimer: The information on RegReportingDesk.com is for educational and informational purposes only. It does not constitute legal, regulatory, tax, or compliance advice. Always consult your compliance officer, legal counsel, or the relevant supervisory authority for guidance specific to your institution.

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