Corporate Decision 1372: Mercury Bank, N.A.
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Chartering, Organization and Structure
Corporate Decision #1372
April 2026
April 24, 2026
Nate Balk
Skadden, Arps, Slate, Meagher & Flom LLP
One Manhattan West
New York, NY 10001
Subject: De Novo Charter Application and Residency Waiver Request
Mercury Bank, NA, Salt Lake City, Utah (proposed charter 25404)
OCC Control No. 2025-Charter-344332
OCC Control No. 2025-Waiver-344421
Dear Mr. Balk;
The Office of the Comptroller of the Currency (OCC) has reviewed your application to
establish a new national bank with the title of Mercury Bank, National Association
(proposed Bank, or Bank). The OCC hereby grants preliminary conditional approval of
your charter application upon determining that your proposal meets certain regulatory
and policy requirements. Your request for residency waivers is also approved.
This preliminary conditional approval is granted based on a thorough evaluation of all
information available to the OCC, including the representations and commitments made
in the application and by the Bank’s representatives. The OCC has also made its decision
to grant preliminary conditional approval with the understanding that the proposed Bank
will apply for stock in a Federal Reserve Bank in accordance with 12 USC 222 1 and will
obtain deposit insurance from the Federal Deposit Insurance Corporation (FDIC).
The OCC has granted preliminary conditional approval only. Final approval and
authorization for the Bank to open will not be granted until all preopening requirements
are met. Until final approval is granted, the OCC has the right to modify, suspend or
rescind this preliminary conditional approval should the OCC deem any interim
development to warrant such action.
Proposed Bank
The organizing group for Mercury Bank, National Association submitted a de novo
charter application to the OCC to establish Mercury Bank, National Association, Salt
Lake City, Utah, as a full-service, insured national bank. The Bank would be wholly
owned by Mercury Technologies, Inc. (“MTI,” and collectively with its subsidiaries,
“Mercury”). As an existing holding company, MTI would serve as the Bank’s sponsoring
organization and is applying to the Board of Governors of the Federal Reserve System
(“Federal Reserve”) to become a bank holding company and elect to be a financial
1
See also 12 CFR 209.2.
holding company. The proposed Bank has filed its application for deposit insurance with
the FDIC, which is currently under review. The Bank does not intend to exercise trust
powers.
The OCC is authorized to charter national banks pursuant to the National Bank Act,
12 USC 21–27. Specifically, 12 USC 27(a) gives the Comptroller the authority to give a
national banking association a certificate authorizing the commencement of business.
MTI seeks to establish the Bank to expand financial service offerings to its current clients
and attract new business and consumer customers. Mercury is an existing financial
technology company that offers consumer and small business checking and savings
accounts and business charge cards through FDIC-insured bank partners. Mercury also
offers secured and unsecured small business loans through its existing state licenses. The
Bank anticipates transitioning customers from Mercury bank partners to the Bank and
offering loans, deposits, banking services, and customer referral services during the de
novo period. The Bank will target two key segments across the deposit and loan
offerings: U.S.-based small to medium sized businesses (SMBs) and consumers. The
Bank’s main office will be in Salt Lake City, Utah but will have no physical branch
presence and will be a fully online bank serving national and global customers.
Conditions
This preliminary conditional approval is subject to the following conditions:
1. The Bank shall: (i) give the Denver Supervisory Office at least sixty (60) days
prior written notice of its intent to significantly deviate or change from its
business plan or operations;2 and (ii) obtain the OCC’s written determination of
no objection before the Bank engages in any significant deviation or change from
its business plan or operations. For the avoidance of doubt, a significant deviation
includes changes to the Bank’s risk and operating limits, as detailed in its business
plan. The OCC may impose additional conditions it deems appropriate in a
written determination of no objection to the Bank’s notice. This condition shall
remain in effect throughout the Bank’s in-organization period and during the
Bank’s first three years of operation;
2. The Bank shall maintain minimum capital levels commensurate with the
prospective risk of the Bank’s business plan, with a Tier 1 leverage ratio of no
less than 10.0 percent throughout the first three years of operation; and
3. Prior to the appointment of any individual to the position of “senior executive
officer,” as defined in 12 CFR 5.51(c)(4) or the appointment of any individual to
the board of directors, the proposed Bank must submit to the OCC the information
described in the “Changes in Directors and Senior Executive Officers” booklet of
the Comptroller’s Licensing Manual, and receive a letter of no objection from the
2
If such deviation is the subject of an application filed with the OCC, no separate notice to the supervisory
office is required.
OCC. For the purposes of this condition, “senior executive officer” includes Chief
Risk Officer, Chief Information Security Officer, Bank Secrecy Act Officer, and
Head of Internal Audit. This information is required by the authority of 12 USC
1818(b) and 12 CFR 5.20(g) and does not require the OCC to review or act on
any such information within ninety (90) days. This condition shall remain in
effect throughout the Bank’s in-organization period and during the proposed
Bank’s first two years of operation.
The conditions of this approval are conditions “imposed in writing by a Federal banking
agency in connection with any action on any application, notice, or other request” within
the meaning of 12 USC 1818. As such, the conditions are enforceable under 12 USC
1818.
Other Requirements
As a de novo national bank, the Bank must also meet the following requirements prior to
requesting its preopening examination and before the OCC will grant final charter
approval pursuant to 12 USC 27(a):
1. The Bank must engage an independent, external auditor to perform an audit
according to generally accepted auditing standards of sufficient scope to enable
the auditor to render an opinion on the financial statements of the Bank taken as
a whole. The audit period shall commence on the date that the organizing group
forms a body corporate and may end on any calendar quarter-end no later than
12 months after the Bank opens. The OCC expects that such audits will be
performed annually for at least three years following commencement of
operations. Engagement of an auditor will be verified during the preopening
examination (see the “Charters” booklet, Internal and External Audits
discussion).
2. The Bank’s financial statements must be prepared on an accrual basis according
to generally accepted accounting principles.
3. The directors of the Bank must own qualifying shares in conformance with
12 USC 72 and 12 CFR 7.2005.
4. The Bank must have adequate fidelity bond coverage in accordance with
12 CFR 7.2013, which lists four factors the directors should consider to
determine adequacy (see the “Charters” booklet, Fidelity and Other Insurance
discussion).
5. The President, or the person serving in the function of President, of the Bank
must serve as a member of the board of directors.
6. Management and the board of directors must maintain policies and procedures
that address all OCC regulations and will guide the Bank’s operations in a safe
and sound manner. These policies and procedures must establish and guide the
operation of a program to ensure compliance with the requirements of the Bank
Secrecy Act (BSA) and Office of Foreign Assets Control (OFAC) and of a
credit risk management program (reflecting appropriate guidance on risk rating
and accounting for loans accrual status and ensuring a satisfactory allowance for
credit losses methodology and balance). All policies and procedures must be
completed no later than the date of the applicant’s request for a preopening
examination. In addition, the board of directors must review and adopt the
policies and procedures at its first meeting. The board of directors is responsible
for regular review and modification of policies and procedures and for assuring
continuous compliance with them.
7. The Bank must have a security program in place that complies with the
“Interagency Guidelines Establishing Standards for Safeguarding Customer
Information” specified at 12 CFR 30, Appendix B.
8. The Bank must submit to the Denver Supervisory Office for review, and prior
written determination of no supervisory objection, a complete description of the
Bank’s final information systems and operations architecture as well as the
information systems risk assessment and management plan. This should include
a schematic drawing and discussion of the following items: Vendor due
diligence and contracts; electronic banking security mechanisms and policies;
information systems personnel; internal controls; audit plans; and operating
policies and procedures, including, but not limited to, vendor management,
weblinking, customer authentication and verification, and business resumption
contingency plans.
9. The Bank must have performed an independent security review and test of its
electronic banking platform. The Bank must have this review performed
regardless of whether the platform is operated in-house or by one or more third-
party service providers. If the Bank outsources the technology platform, it can
rely on testing performed for the service provider to the extent that it satisfies
the scope and requirements listed herein. The review must be conducted by an
objective, qualified independent source (Reviewer). The scope should cover:
All access points, including the Internet, Intranet, or remote access.
The adequacy of physical and logical protection against unauthorized
access including individual penetration attempts, computer viruses, denial
of service, and other forms of electronic access.
By written report, the Reviewer must confirm that the security measures,
including the firewall, have been satisfactorily implemented and tested. For
additional guidance, refer to the “Information Security Booklet” of the FFIEC IT
Examination Handbook.
10. The Bank must ensure that all other required regulatory approvals have been
obtained.
11. A letter must be submitted to the Chartering, Organization and Structure staff at
least 60 days before the Bank is scheduled to open, notifying the OCC that all
conditions and requirements necessary to receive a national bank charter have
been met, requesting a preopening examination, and providing the anticipated
opening date.
Capital
The Bank’s initial paid-in capital, net of all organizational and preopening expenses, shall
be no less than $300 million. The manner in which capital is raised must not deviate from
that described in the application without prior written OCC notification. If the capital for
the Bank is not raised within 12 months or if the Bank is not opened for business within
18 months from the preliminary conditional approval date, this approval expires. The
OCC is opposed to granting extensions, except under the most extenuating circumstances
and when the OCC determines that the delay is beyond the applicant’s control. The
organizers are expected to proceed diligently, consistent with their application, for the
Bank to open for business as soon as possible.
Organizers, Directors and Officers
The OCC poses no objection to the following persons serving as executive officers,
directors, and/or organizers as proposed in the application:
Name Title
Jonathan Auxier Organizer, Chief Executive Officer, Director
Daniel Kang Organizer, Chief Financial Officer
Steven Pearlman Organizer, Chief Compliance Officer
Kayce Seifert Organizer, General Counsel
Chase Little Organizer, Chief Credit Officer
Immad Akhund Director
Tim Mayopolous Director
Lewis Goodwin Director
Prior to the Bank’s opening, the Bank must obtain the OCC’s prior written determination
of no objection for any additional organizers or executive officers, or directors appointed
or elected before the person assumes the position.
Waiver of Residency Requirements
The OCC also granted your request to waive the residency requirements of 12 USC 72
for the entire Board. This waiver is granted based upon a review of all available
information, including the filing and any subsequent correspondence and conversations,
and the Bank’s representation that this waiver will not affect the board’s responsibility to
direct the Bank’s operations in a safe, sound, and legal manner. The OCC reserves the
right to withdraw or modify this waiver and, at its discretion, to request additional
information at any time in the future.
Organizing Steps and Pre-Opening Requirements
The “Charters” booklet in the Comptroller’s Licensing Manual provides guidance for
organizing your bank. The booklet is located at the OCC's web site: Comptroller's
Licensing Manual & Forms | OCC. The booklet contains all of the steps you must take to
receive final approval. As detailed in the booklet, you may establish the corporate
existence of and begin organizing the Bank as soon as you adopt and forward Articles of
Association and the Organization Certificate to the Director for Chartering, Organization
and Structure in the Washington, D.C. Office for the OCC’s review and acceptance. Once
these documents are accepted, the Bank will be deemed a “body corporate.”
As a “body corporate” or legal entity, you may begin taking those steps necessary for
obtaining final approval. “In Organization” should follow the bank’s name in all
official documents, stationery, advertisements, and other references to the bank until it
opens for business. The Bank may not begin the business of banking until it fulfills all
requirements for a bank in organization and the OCC grants final approval.
After reading the instructions for the organization of a new national bank, it is suggested
that the spokesperson or other designated representative consult with Director for
Chartering, Organization and Structure John J. Hansen to discuss the organization
process. The OCC believes that such a meeting can contribute to a more efficient and
effective organization process and help avoid common mistakes that have delayed or
prevented other banks from opening. See the enclosed Preopening Checklist for a list of
requirements that must be met before the bank opens. The Bank must meet the
requirements before it is allowed to commence business and the Board of Directors must
ensure that the applicable policies and procedures are established and adopted before the
Bank begins operation.
Conclusion
This preliminary conditional approval and the activities and communications by OCC
employees in connection with the filing do not constitute a contract, express or implied,
or any other obligation binding upon the OCC, the United States, any agency or entity of
the United States, or any officer or employee of the United States, and do not affect the
ability of the OCC to exercise its supervisory, regulatory, and examination authorities
under applicable law and regulations. The foregoing may not be waived or modified by
any employee or agent of the OCC or the United States.
Our approval is based on the Bank’s representations, submissions, and information
available to the OCC as of this date. The OCC may modify, suspend, or rescind this
approval if a material change in the information on which the OCC relied occurs prior to
the date of the transaction to which this decision pertains.
Sincerely,
//signed//
John J. Hansen
Director for Licensing
Chartering, Organization and Structure
Enclosure: Preopening Checklist
cc: Anita Hoppal, Assistant Deputy Comptroller, Denver Office
Matthew Jordan, National Bank Examiner, Denver Office