In February, Santander agreed to pay $12.2 billion for Webster Bank, the deal closed in August. A month later, Itaú — Brazil's largest private bank — filed a charter application in Miami and settled in to wait. Same ambition, opposite doors. Every entrant into U.S. banking now makes this choice: buy your way in at 1.6 times book or build your way in on a regulator's clock. This cycle, for the first time in decades, both doors are wide open at once — and there are more of them than most strategy decks acknowledge. The traffic through all of them is one competitive signal, and incumbents should read it that way.

For most of my career the question of how to enter American banking had a boring answer — you bought something, because building was functionally impossible. The chartering window was shut: three of the years between 2011 and 2016 produced literally zero de novo applications. The only door that opened was the one marked M&A. That constraint quietly shaped everything — acquisition premiums, value of a charter as scarcity, the fintech industry's entire partner-bank architecture.

The constraint is gone. What replaced it is a hallway.

Door One: Buy

The buy door is fully priced and fully open. Bank M&A is running at roughly 160 announced deals annualized, and the pricing data says the market has turned from a buyer's to a seller's: average price to tangible book for bank targets is back to 159 percent, above 2022, with median core deposit premiums at 8.3 percent, more than triple the 2023 trough.

Santander-Webster is the door at institutional scale: $12.2 billion for immediate national presence and a deposit franchise, announced in February and closed by August 20, roughly six months from handshake to keys, with no time in a regulator's queue beyond approval of the deal itself. The rest of this year's announced deals are the same door at community scale — First Hawaiian taking TriCo at $2 billion, Prosperity and Stellar, HomeTrust agreeing in August to take Blue Ridge at $450 million, then a long tail of $100 to $600 million transactions clearing out the squeezed middle tier.

The buy door has a small-charter variant the deal data just demonstrated — in August an AI company, Datavault, agreed to acquire BankWyse for $38 million, the charter-by-acquisition play, buying in at community scale rather than queuing at the OCC. What you pay for at this door is time. What you inherit is everything else — core conversions, culture, branch network you will spend three years rationalizing. Buying is fast and expensive and messy, in that order.

Door Two: Build

The build door reopened in stages over eighteen months, and the traffic tells you it is working. We have 40 OCC applications in nineteen months against 45 in the prior nine years. Itaú filed in March and had conditional approval by mid-August, 151 days. Upstart did it in 120. Nubank in 121. For a prepared applicant, the OCC has made building schedulable, which it had not been since before the financial crisis.

Building buys the opposite trade — cheap entry, expensive time. A de novo charter costs a fraction of an acquisition, but the organization, capital raise, and pre-opening work run twelve to eighteen months when everything goes right, and the failure mode is real. Nearly a quarter of the banks the FDIC approved between 2015 and 2019 never opened. This summer the OCC denied two applicants and returned a third as deficient. The door is open; it is not unguarded.

Doors Nobody Puts in the Deck

Here is what the binary misses. Between buy and build sit at least four more entrances, and this cycle's most interesting entrants are using them.

Convert. When the OCC approved five digital asset trust banks last December, only Circle and Ripple were true de novos. Paxos, BitGo, and Fidelity Digital Assets were conversions of operating state trust companies, approved and consummated the same day, December 12. They did not build anything; they changed supervisors over a weekend. CBW Bank in Kansas is running the same play in the other direction, converting a 134-year-old state bank to a national charter to trade fifty state money-transmitter licenses for one federal preemption. Conversion is the fastest door in the building, and it never appears in any de novo statistic.

Charter narrow. The uninsured national trust bank — twenty-eight of them in the current pipeline — is entry without deposits: custody, fiduciary float, stablecoin reserves, one regulator, no FDIC. Morgan Stanley, Sony, Nomura, Stripe, Coinbase, and three payroll processors have all taken this door. It does not get you a bank. It gets you the one banking power your business model needs, at a tenth of the friction.

Wait on the shelf. Porticoes National Bank has held a dormant OCC charter since 2023, and a California group filed this summer for the state equivalent — pre-approved charters built to activate over a failure weekend, when the FDIC auctions a troubled bank. The door does open: five banks have failed in 2026 — the most recent in late August — and every one was resolved by sale to another bank. Small failures, quickly absorbed, but a steady reminder that the auction the shelf charters are waiting for convenes several times a year.

The 1919 door. In June, the Federal Reserve Board quietly approved Shermen Bank International of Washington, D.C. as an Edge Act corporation — the first new Edge application from a non-bank parent in the modern record, only the third new Edge of any kind in a decade, and, as far as I can tell, entirely unreported. An Edge corporation can take deposits incidental to international business, hold foreign investments, and stay outside both FDIC insurance and the Bank Holding Company Act — and under the Fed's own pending account-access proposal, Edge corporations sit a review tier closer to the payment rails than the trust charters everyone else is queuing for. Two applications do not make a trend. But a century-old charter with a shorter documented path to the Fed's rails, rediscovered in a chartering boom, is exactly the kind of thing that stops being obscure quickly.

One more set of players is walking through a door, and almost nobody frames it this way: the core providers. FIS, Fiserv, and Jack Henry are subscription businesses whose unit of revenue is the institution, and every merger on the list deletes a customer — two cores become one, and the survivor renegotiates at scale. A system trending from 4,250 banks toward 3,000 removes a third of their customer count even if not a dollar of deposits moves. That is the lens for their last twelve months of acquisitions — Jack Henry buying Victor, CSI buying Qolo, Fiserv building its Fintech Ledger on Finxact: they are repricing from per-institution to per-program, selling a shrinking number of banks a growing number of ledgers, brands, and sponsor stacks. Consolidation is dismantling their old model and funding their new one at the same time.

Reading the Traffic

Put it together and the strategic read for an incumbent is straightforward, and a little uncomfortable.

Count your competitors by door, not by category. Santander now owns its Northeast scale; Itaú is building it in Miami; Nubank and Revolut are building nationally; the payroll processors are chartering your commercial deposits into their own trust banks; the credit unions — eleven bank acquisitions in this year's data — are buying from below. Each looks like a different story. They are one story: the cost of entering your market, through every door at once, just repriced downward.

The buy door tells you what your franchise is worth — 1.6 times tangible book, 8 points over for the deposits, the best prices since 2022. The build doors tell you what the alternative to buying you costs — 120 to 151 days to a conditional approval, $10 to $50 million of capital, a schedulable timeline. Strategy for the next five years lives in the spread between those two numbers. When buying you is expensive and building around you is cheap and fast, the premium your franchise commands rests on exactly one thing — the parts of it a newcomer cannot rebuild on a regulator's clock. Relationships, fiduciary trust, local knowledge, the deposit base that does not move. That is what to invest in, because everything else about your bank, somebody is now walking through a door to replicate.

For thirty years, the moat around every American bank included the door itself. Now the doors are open. What is left of the moat is what you built behind them.

CCG Catalyst advises community and regional banks, credit unions, and fintech companies on market entry, charter strategy, and M&A. If your institution is choosing a door — or defending against the traffic coming through all of them — reach out to our team at www.ccgcatalyst.com, or see the full library at CCG Insights.

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By: Paul Schaus | Founder & Managing Partner, CCG Catalyst Consulting

Disclaimer: The views expressed in this article represent the perspective of CCG Catalyst Consulting based on our direct experience advising financial institutions. This commentary is intended to stimulate industry discussion and does not constitute legal, accounting, or regulatory advice.