Banks and payments companies are one industry on paper and two on the SEC staff's desk. Banks answer for loans and credit losses, while payments and fintech companies answer for fee revenue and non-GAAP measures.
Both answer for MD&A, the management's discussion and analysis section. In our report's 370 letters to 164 filers, June 2023 to June 2026, MD&A led at every company size. The instruction behind it rarely changes: explain what moved the number.
This post lays out the 2026 SEC comment letter trends for banks and payments companies. Every example quotes the staff of the Securities and Exchange Commission (SEC) word for word. You can open each letter on EDGAR, the SEC's public filing database.
One comment defines the sector. In 2023 the staff asked banks to justify capital measures that leave out unrealized securities losses. From 2024 it simply told them to remove the measures.
The counts come from our report, U.S. Payments & Financial Services: 2026 SEC Comment-Letter Trends.
New to comment letters? Start with our guide to what SEC comment letters are and when they go public.
SEC comment letter trends for banks and payments in four numbers
From June 2023 to June 2026, the SEC staff sent 370 comment letters to 164 banks and payments companies. Every one came from a review of a 10-K or 10-Q.
Of those 370 letters, 234 went to depository banks and 136 to payments, fintech and consumer-finance companies. Annual reports drew most of them: 346 letters reviewed a Form 10-K and 24 a Form 10-Q.
By year the count runs 84 in 2023, 235 in 2024 and 51 across 2025 and 2026. That last figure is partial, because staff letters reach EDGAR months after they're written. Treat 2024 as the year that anchors any trend.
The companies ranged from $2M to $640B in market value. Whatever your size, the staff wrote to companies like yours in those three years.
Why does the SEC treat banks and payments as two industries?
The questions follow the business model. Banks earn a spread on loans, so their reviews center on the loan book. Payments companies earn fees, so theirs center on the income statement.
Here is how the 370 letters split.
| Banks | Payments and fintech | |
|---|---|---|
| Letters | 234 | 136 |
| Who | Community, regional and money-center banks and thrifts | Card networks, processors, buy now pay later, consumer lenders, money transmitters, exchanges |
| Where the review centers | The loan book | The income statement |
| Top themes after MD&A | Loans and receivables (18%), credit losses (7%) | Revenue recognition (24%), non-GAAP (15%) |
| Example letter | Old National Bancorp, September 13, 2024 | PayPal Holdings, June 11, 2025 |
Theme shares are of all 370 letters, from the report.
The split shows on the letters themselves. Every bank letter quoted here came from the Office of Finance in the SEC's Division of Corporation Finance. The PayPal, Repay and Sezzle letters came from its Office of Trade & Services.
Two offices, two sets of questions. In MD&A, though, they ask for the same thing.
Which topics come up most in bank and fintech comment letters?
MD&A leads the list. Revenue recognition, loans and non-GAAP come next, each belonging to one desk.
MD&A appeared in 35% of the 370 letters and ranked first in every size tier. The whole market looks the same at the top. PwC counted 487 staff letters on 10-K and 10-Q filings from July 2025 to June 2026, with MD&A first.
The second tier is where this sector parts ways. Across all industries PwC ranks segment reporting second and non-GAAP third. In banks and payments, revenue recognition and loans take those places.
MD&A: the one question both desks ask
The staff wants every change in a line item explained in numbers, along with the factors that offset it. Name a metric as the cause without a figure, and expect a letter.
The report finds the staff keeps rejecting "volume," "mix" or "TPV-driven" as explanations when they come without amounts. MD&A ranks first from micro-caps under $300M to companies over $10B.
Why did the SEC question PayPal's use of TPV?
PayPal Holdings (PYPL) shows how far the staff will follow a thread. Its 2024 Form 10-K drew a first letter on May 5, 2025, about how it split revenue in the notes.
PayPal's reply said total payment volume (TPV) "does not directly relate to transaction revenues," since some payments earn no revenue. The staff read that line against the MD&A, and its June 11, 2025 letter pushed back.
"However, in MD&A you typically attribute changes in revenues to changes in TPV. Please advise or revise your MD&A disclosure accordingly."
PayPal answered on June 24, 2025. Its future MD&A would "clarify that TPV does not always have a direct and absolute relationship with transaction revenues."
It also showed a revised sentence giving 2024 revenue growth in dollars by product. Braintree added $1.3 billion, core PayPal $0.5 billion and Venmo $0.2 billion.
That's the fix the staff wants: the driver, in dollars, by product. The review ran to four staff letters before the completion letter on August 5, 2025.
The lesson travels across the sector. Any metric you cite in MD&A has to reconcile to the GAAP line it claims to explain. That goes for TPV, gross merchandise volume (GMV) and take rate alike.
The same demand on a bank's balance sheet
Banks get the same instruction in different words. Blue Ridge Bankshares (BRBS) got a letter on September 16, 2024, on its 2023 10-K and a 2024 10-Q.
On deposits, it asked for "more granularity regarding which change drivers most impacted each deposit category" in future filings. On borrowings, it used a word EDGAR's full-text search finds in only four staff letters between mid-2023 and mid-2026.
"Fulsomely tie quantitative changes to underlying drivers," it wrote. Swap TPV for deposits and it's the same comment, sent to a micro-cap bank by a different office.
What does the SEC ask banks in comment letters?
Banks get asked about the loan book: the allowance, commercial real estate and rate assumptions. Loans and receivables come up in 18% of all letters and credit losses in 7%.
The report lists the usual requests: a full allowance roll-forward, plus charge-off and nonaccrual detail. Banks also get asked for commercial real estate concentrations with loan-to-value ratios and for the assumptions behind CECL forecasts. CECL is the current expected credit loss model in ASC 326.
Does your allowance roll-forward match your credit tables?
Blue Ridge showed loans and credit quality by detailed loan category, from commercial and industrial to residential mortgage. Its allowance roll-forward, though, covered only two segments, commercial and consumer.
Citing ASC 326-20-50-13, the staff asked for "a rollforward by portfolio segment" that matched the other credit tables. It's a mechanical check. If your credit tables slice the book one way, roll the allowance forward the same way.
Commercial real estate, loan-to-value and rent control
Old National Bancorp (ONB) received five comments on September 13, 2024, on its 2023 Form 10-K. Three were about commercial real estate (CRE) loans.
The staff asked whether any main CRE category allowed a significantly different loan-to-value (LTV) ratio. It asked how the bank tracked property values over a loan's life. It also asked whether investors would benefit from a geographic split.
Multifamily was the largest CRE segment. So the staff asked whether a material share of those properties sat under rent control.
Old National's September 26 reply said LTV ratios "generally do not exceed 80%," with guidelines of 65% to 80%. The staff came back on November 14. It asked what "must be met in order to approve a commercial loan that exceeds the 80% LTV threshold."
An 80% ceiling invites the obvious question: what happens at 81%? Write that answer into the filing before the staff asks. The review closed on December 18, 2024.
Market risk that keeps up with rate expectations
The same Old National letter turned to market risk, the section Regulation S-K Item 305 requires. Rate expectations had moved during 2024, toward cuts.
"It appears your market risk disclosure does not reflect these changes in subsequent Forms 10-Q," the staff wrote. When the rate outlook moves, your rate-sensitivity narrative has to move in the next 10-Q.
Going concern and the banking-as-a-service wind-down
Blue Ridge's first comment went to survival. The bank had disclosed substantial doubt about its ability to continue as a going concern. It had also disclosed a capital plan and a plan to wind down its banking-as-a-service (BaaS) business.
In Liquidity and Capital Resources, the staff wanted "any actions that remain outstanding or ongoing" spelled out. It also flagged Blue Ridge's "dependence upon an approved waiver" to keep using brokered deposits under a consent order.
Blue Ridge agreed on October 15, 2024. The staff closed the review on October 31. The lesson for a bank under an order: the liquidity section should read like a status report on the plan.
What does the SEC ask payments and fintech companies?
Payments and fintech companies get asked about the income statement. The staff checks how fee revenue is recognized and split, and whether adjusted metrics stretch GAAP. Revenue recognition comes up in 24% of all letters and non-GAAP in 15%.
The report finds that principal-versus-agent and disaggregation questions grow deeper as companies get larger. It names BILL, PayPal, Discover and FICO.
How should a payments company disaggregate revenue?
PayPal's first letter, on May 5, 2025, went to Note 2. PayPal split revenue into "transaction revenues," 91% of the 2024 total, and revenue from other value added services.
The staff cited ASC 606-10-55-89 through 55-91 and built its case from PayPal's own materials. It pointed to TPV by product in earnings slides and to general managers for each line of business. It also cited earnings-call remarks about the Xoom remittance business.
The June 11 letter went further. It asked whether the chief operating decision maker (CODM) reviews transaction revenue by product.
It also listed product figures PayPal had published itself. Its first-quarter 2025 10-Q showed Braintree revenue down $200m and Venmo and PayPal revenue up $170m. PayPal's answer didn't settle it.
"Please directly tell us whether it does or does not include transaction revenue by product," the staff wrote on July 10, 2025.
The pattern is simple. Talk about products on earnings calls or in slides, and the staff will ask why your revenue note doesn't.
Non-GAAP add-backs: Repay's eleven-day review
Repay Holdings (RPAY) received two comments on October 2, 2023, on its 2022 Form 10-K. Both were about adjusted EBITDA and adjusted net income. The first asked for the nature and amounts of two add-backs, and why removing them was appropriate.
They were "one-time settlement payments to certain clients and partners" and "non-recurring performance incentives to employees."
The second challenged an add-back for non-cash rent expense under C&DI Question 100.04. It ended with an exit: "Alternatively, confirm that you will no longer include this adjustment."
Repay replied nine days later with exact figures. One settlement was a $3,441,000 payment to a software integration partner over a contract claim. The other was $2,160,000 to a merchant after a system outage.
Repay also renamed a $1,067,000 deal bonus "non-recurring acquisition bonus payments" and dropped the rent add-back. The staff closed the review on October 13, 2023, two days after the reply.
Repay defended the add-backs it could document payment by payment and dropped the rent adjustment. For the wider pattern, see our post on non-GAAP comment letter trends in 2026.
Where the two desks meet: buy now, pay later
Consumer lenders sit between the desks. Sezzle (SEZL), a buy now, pay later company, got a letter on May 30, 2025 on its 2024 Form 10-K.
Sezzle had said its provision for credit losses rose on higher GMV and changes to underwriting. The staff asked it to revise and "quantify the impacts of each factor on results" where possible. That's a bank question, from the Office of Trade & Services.
The June 24, 2025 follow-up went further. It asked Sezzle to state factor impacts "in absolute dollars" so investors could find them easily. It also asked why interest on the credit line funding its consumer receivables sat outside operating expenses.
"It appears interest expense is the funding cost of your operations," the staff wrote. The review closed on August 21, 2025. A fintech that lends gets a lender's questions, whichever office signs the letter.
What is TCE excluding AOCI, and why does the SEC object?
Tangible common equity (TCE) excluding AOCI is a bank capital measure that adds back unrealized securities losses. The staff says that adjustment changes GAAP's measurement rules, which makes it individually tailored under Regulation G. It now asks banks to remove it.
AOCI, accumulated other comprehensive income, is where unrealized gains and losses on available-for-sale debt securities sit in equity. Add the losses back and capital looks stronger than the GAAP balance sheet shows. Here is how the staff put it to Old National.
The letter cites Rule 100(b) of Regulation G. It also cites Question 100.04 of the staff's non-GAAP Compliance and Disclosure Interpretations (C&DIs).
"Non-GAAP adjustments that have the effect of changing the recognition and measurement principles required to be applied in accordance with GAAP would be considered individually tailored," that C&DI says.
How the staff's position hardened
Read in date order, the letters show the staff moving from questions to instructions.
| Letter date | Company | What the staff wrote |
|---|---|---|
| Oct 4, 2023 | Comerica (CMA) | Asked how excluding AOCI "is appropriate" |
| Nov 8, 2023 | First Community Corporation (FCCO) | Same questions, plus a full reconciliation |
| Dec 21, 2023 | First Community Corporation | Second letter: remove the measures |
| Jan 31, 2024 | Pathward Financial (CASH) | Remove, in the first letter |
| Sept 13, 2024 | Old National Bancorp (ONB) | Remove, in the first letter |
| Apr 30, 2025 | Origin Bancorp (OBK) | Remove, in the first letter |
In late 2023 the staff still asked questions. It asked Comerica whether it would keep the measure in a period of AOCI gains, citing C&DI 100.03. Second-round letters in December 2023 and January 2024 then told banks to remove it.
We read every letter on this point that EDGAR full-text search returns, sent to ten banks. Each first letter dated January 31, 2024 or later asked for removal outright. Eagle Bancorp (EGBN), WSFS Financial (WSFS) and First Horizon (FHN) got the same instruction in late 2024.
The report finds the objection now reaches community banks routinely. It names Old National, Virginia National, Embassy Bancorp, Patriot National, Capitol Federal and Princeton Bancorp.
Where the measure hides
Old National's measures sat in Exhibit 99.1 to two Forms 8-K. Origin's sat in an April 2025 Form 8-K exhibit, and Pathward's in a capital note in its 10-K.
Each was caught in a review that named the 10-K. The staff reviewing your annual report can read what you furnished around it, too.
There's one more link worth noticing. The staff cited the same C&DI, Question 100.04, when it challenged Repay's non-cash rent add-back in 2023. One interpretation reached a bank's capital ratio and a processor's EBITDA.
How do comment letters change with company size?
MD&A leads every tier, at 32% to 38% of letters. Below it, loans peak at micro-caps at 28%, and revenue recognition peaks at large caps, also at 28%.
| Tier | Filers | Letters | Top themes |
|---|---|---|---|
| Micro-cap (under $300M) | 31 | 69 | MD&A 38%, loans 28%, revenue recognition 25%, non-GAAP 20% |
| Small-cap ($300M to $2B) | 59 | 133 | MD&A 38%, revenue recognition 25%, loans 20%, non-GAAP 17% |
| Mid-cap ($2B to $10B) | 47 | 101 | MD&A 32%, loans 23%, revenue recognition 22%, non-GAAP 11% |
| Large-cap (over $10B) | 24 | 60 | MD&A 37%, revenue recognition 28%, non-GAAP 15%, segment and goodwill 10% each |
Source: Finrep report. The tier rows cover 363 of the 370 letters.
The report ties the pattern to company type. Community banks and young fintechs fill the two smaller tiers, so loan tables and revenue policies dominate there. The report places Blue Ridge in the micro-cap tier.
The mid tier mixes regional banks with scaled fintechs. Credit-loss questions there run close to revenue questions, and Old National sits in this tier.
Large caps are card networks, money-center banks and big processors, such as PayPal. The report calls these the most technically demanding reviews.
What's rising and what's fading?
Segment reporting is the riser. It became a top-three theme only from 2025, as the first year of ASU 2023-07 disclosures went through review.
MD&A and loan comments rose in 2024 with the share of banks under review. Read the 2025 and 2026 figures as early signals, since EDGAR hasn't released most of those letters yet.
For trends across every industry, see the seven issues and three new focus areas in SEC comment letters.
Three checks before your next 10-K
Start with the three checks that map to the letters above. Each one comes from a comment the staff has already sent to a company like yours.
The full report adds nine more checks, each tagged by company size. It adds the staff's likely next questions by tier and a 12-letter comment log with ticker, date and standard.
Click Download the full report below. On the report page, enter your name and work email, then press Download the report. The PDF opens right away.
If a letter does arrive, our SEC comment letter response playbook walks through the reply from receipt to closure.
How we counted
The numbers come from our report, which reads every EDGAR UPLOAD letter dated June 2023 to June 2026. UPLOAD is the EDGAR form type for a letter from the SEC staff. CORRESP is the form type for the company's reply.
The report keeps only payments and financial-services filers, found by SIC code and company name. Within those, it keeps only 10-K and 10-Q reviews. Of about 36,000 staff letters scanned, 370 qualified.
Themes were tagged by keyword and checked against letters read in full. Registration statements and offerings were left out by design. So were SPACs, asset-backed issuers, crypto miners and insurance underwriters.
The report counts letters by the date on the letter. EDGAR releases them no sooner than 20 business days after a review closes, and lately the wait runs to months. In Q3 2026 the SEC released 1,120 staff comment letters on EDGAR, down 51% from 2,278 a year earlier.
To pull letters like these yourself, see our guide to the best software for SEC comment letter research.
For this post we read every letter quoted above in full on EDGAR on October 15, 2026. For the five main examples we also traced each thread on EDGAR through to the staff's closing letter. Last updated October 16, 2026.
Frequently asked questions
What does the SEC ask banks in comment letters?
Banks are asked first about MD&A, then about the loan book. Common requests are an allowance roll-forward that matches the credit tables, CRE concentration with loan-to-value detail and CECL assumptions. Loans and receivables appear in 18% of the 370 letters in our count, and credit losses in 7%.
What does the SEC ask payments and fintech companies in comment letters?
They're asked about MD&A, revenue recognition and non-GAAP measures. Revenue recognition appears in 24% of the letters and non-GAAP in 15%. Typical requests are deeper revenue disaggregation, a principal-versus-agent analysis and support for adjusted EBITDA add-backs.
What is TCE excluding AOCI, and why does the SEC object?
It's tangible common equity with the unrealized securities losses in AOCI added back. The staff calls that individually tailored under C&DI 100.04, because it changes GAAP's measurement principles. Since January 2024, first-round letters to Pathward, Old National and Origin have asked for removal.
Can a bank still present tangible common equity?
The letters cited here object to the adjustment that removes AOCI or unrealized losses. None of them asks a bank to drop tangible common equity calculated with AOCI included. The usual non-GAAP rules still apply, including a reconciliation and equal or greater prominence for the GAAP figure in filings.
What do SEC comment letters say about fintech revenue recognition?
They push for revenue splits that match how the company talks about its business. PayPal's 2025 letters cited ASC 606-10-55-89 through 55-91 and pointed to its own product figures on earnings calls and slides. The report finds principal-versus-agent and disaggregation questions grow deeper with company size.
How many SEC comment letters did banks and payments companies receive?
Our count finds 370 staff letters on 10-K and 10-Q reviews to 164 filers, dated June 2023 to June 2026. Depository banks received 234 and payments, fintech and consumer-finance companies 136. Counts for 2025 and 2026 are partial because EDGAR releases letters late.
Why does MD&A draw the most comments?
The staff wants each change in a line item explained with amounts and offsetting factors. Naming a metric such as volume, mix or TPV without a figure draws a comment. MD&A appears in 35% of the letters and ranks first at every size tier.
When do SEC comment letters become public?
The SEC releases letters and replies on EDGAR no sooner than 20 business days after it completes a review. In practice the wait is often months. The median staff letter released in Q3 2026 was dated 217 days earlier.
