Regulation U

The purpose of Regulation U, as stated in the Federal Reserve's own background summary, is preventing the circumvention of the rules applicable to brokers and dealers and the statutes that authorise those rules. Without Regulation U, an investor wishing to borrow more than fifty percent of the purchase price of marginable securities could simply walk down the street to a bank and obtain an unrestricted loan collateralised by the same shares — defeating the entire purpose of Regulation T. Regulation U closes this gap by imposing equivalent margin requirements on bank lending for securities purchase purposes.

Who Regulation U Covers

Regulation U applies to two categories of lenders — banks and non-bank lenders — each subject to slightly different procedural requirements but the same fundamental margin restrictions.

Banks subject to Regulation U include all commercial banks chartered by states or the federal government, all mutual savings banks, and all non-member state-chartered banks. Savings and loan associations are explicitly excluded from the definition of bank under Regulation U. Foreign branches of United States banks are subject to Regulation U to a limited extent — credit extended by a foreign branch of a US bank to finance purchases of domestic margin securities is governed by Regulation U's margin standards.

Non-bank lenders subject to Regulation U include any person other than a bank, broker, or dealer that extends credit secured directly or indirectly by margin stock for the purpose of buying or carrying margin stock. This category was previously governed by the separate Regulation G — adopted in 1968 to cover securities credit extended by lenders other than banks, brokers, and dealers — but Regulation G was merged into Regulation U in 1998, consolidating the non-bank lender provisions into the same regulatory framework. Non-bank lenders subject to Regulation U must register with a Federal Reserve Bank before extending credit covered by the regulation.

The Two Triggering Conditions — Purpose Credit and Margin Stock

Regulation U applies only when two conditions are simultaneously present — the credit must be purpose credit and it must be secured directly or indirectly by margin stock.

Purpose credit is defined in 12 CFR Section 221.2 as any credit for the purpose, whether immediate, incidental, or ultimate, of buying or carrying margin stock. Purpose is determined by the use of the loan proceeds — a bank loan to finance a securities purchase is purpose credit regardless of what the bank calls it or how the loan documents characterise it. A loan to finance working capital or real estate that happens to be secured by the borrower's stock portfolio is not necessarily purpose credit — the purpose test looks to the end use of the funds, not the nature of the collateral.

Margin stock includes all equity securities registered on a national securities exchange, debt securities convertible into such equity securities, and certain OTC equity securities — the same securities that are treated as marginable equity under Regulation T. The Federal Reserve ceased publishing a separate OTC margin stock list in 1998, relying instead on the listing standards of the Nasdaq National Market as the practical determinant of OTC margin stock status.

The Maximum Loan Value — Fifty Percent

The core operational requirement of Regulation U is identical to the initial margin requirement of Regulation T — lenders subject to Regulation U may not extend purpose credit secured by margin stock in excess of the maximum loan value of the collateral, which under the Supplement to Regulation U — Section 221.7 — is fifty percent of the current market value of the margin stock serving as collateral.

A borrower who pledges one hundred thousand dollars in margin stock as collateral for a bank loan for the purpose of purchasing additional securities may borrow no more than fifty thousand dollars — fifty percent of the collateral value. This fifty percent maximum loan value precisely mirrors the fifty percent initial margin requirement under Regulation T, ensuring that an investor cannot obtain greater leverage from a bank than from a broker-dealer.

Non-margin stock pledged as collateral has good faith loan value rather than a specified fifty percent maximum — the bank may lend against non-margin collateral based on its own good faith assessment of the collateral's value, without being bound by the fifty percent limit applicable to margin stock. Options that are not exchange-traded have no loan value under Regulation U — they cannot serve as margin collateral at all.

The Form FR U-1 — Purpose Statement

One of the most distinctive procedural features of Regulation U is the requirement that lenders obtain a purpose statement from the borrower at the time any credit subject to the regulation is extended or renewed. Banks use Form FR U-1 — the Statement of Purpose for an Extension of Credit Secured by Margin Stock — which the borrower completes and signs, certifying the purpose of the loan.

The purpose statement serves two functions. It documents the bank's compliance with the margin requirements for purpose credit — if the borrower certifies that the credit is not for the purpose of buying or carrying margin stock, the bank may rely on that certification in good faith, and if the certification proves false, the liability for the violation rests primarily with the borrower rather than the bank. It also creates a paper trail enabling Federal Reserve examiners to verify that the bank has applied the correct margin requirements.

If a bank, in good faith, has not relied upon margin stock as collateral in extending or maintaining a particular credit — meaning the margin stock happened to be in the account but was not actually considered by the bank in making the credit decision — the loan may be outside the scope of Regulation U even if margin stock is technically securing it. This exception, codified in the definition of indirectly secured in Section 221.2, prevents the mechanical application of Regulation U to loans where the margin stock collateral is incidental rather than central to the lending decision.

Regulation U Versus Regulation T — Key Differences

While Regulation U and Regulation T impose the same fifty percent margin standard on purpose credit secured by margin stock, the two regulations differ in several procedurally important respects that securities professionals must understand.

Regulation T applies to broker-dealers and governs credit in margin accounts — a specific account type with defined mechanics for initial margin deposits, maintenance margin requirements, and margin calls. Regulation U applies to banks and non-bank lenders and governs individual loan transactions — there is no account-level framework comparable to the broker-dealer margin account structure.

Regulation T is more restrictive in some respects because it governs the entire margin account relationship on an ongoing basis, including maintenance requirements set by FINRA Rule 4210. Regulation U is less restrictive in the sense that it imposes a loan-by-loan analysis of purpose and collateral value rather than a comprehensive account management regime. As the Federal Reserve's own background summary notes, Regulation U is less restrictive than Regulation T because its purpose is preventing circumvention of broker-dealer margin rules rather than imposing an equivalent comprehensive account management system on banks.

Regulation T also applies to a broader range of activities — including cash accounts, short selling mechanics, and payment period rules — that have no equivalent in Regulation U, which addresses only the credit extension itself rather than the full account management framework.

Regulation X — Closing the Offshore Gap

Regulation X — codified at 12 CFR Part 224 — completes the three-part margin framework by extending the requirements of Regulations T and U to United States persons who obtain purpose credit from outside the United States. Without Regulation X, an investor could circumvent both Regulation T and Regulation U by obtaining a loan from a foreign bank or foreign broker-dealer not subject to either domestic regulation. Regulation X provides that no United States borrower shall obtain purpose credit from outside the country unless the credit conforms to Regulation T if obtained from a foreign branch of a broker-dealer, or Regulation U if obtained from a foreign branch of a bank.

Examination Relevance and Key Takeaways

Regulation U is tested on the Series 7 examination in the context of the Federal Reserve's three-part margin regulatory framework, the distinction between Regulation T and Regulation U, and the concept of purpose credit secured by margin stock.

The key points to retain are these.

Regulation U — 12 CFR Part 221 — governs credit extended by banks and non-bank lenders for the purpose of buying or carrying margin stock, effective May 1, 1936 under Section 7(d) of the Securities Exchange Act of 1934. It is the bank-side counterpart to Regulation T — which governs broker-dealer credit — and together they prevent investors from circumventing margin requirements by switching from a broker-dealer margin account to a bank loan. The two triggering conditions are purpose credit — credit for the purpose of buying or carrying margin stock — and direct or indirect security by margin stock. The maximum loan value under the Regulation U Supplement at Section 221.7 is fifty percent of the current market value of margin stock collateral — identical to Regulation T's initial margin requirement. Non-margin stock collateral has good faith loan value set by the bank without a specified fifty percent limit.

Banks and registered non-bank lenders must obtain Form FR U-1 — the purpose statement — from borrowers certifying the purpose of the loan. A bank that extends credit in good faith relying on a false purpose statement is not itself in violation — liability for a false statement rests with the borrower. Former Regulation G governing non-bank lenders was merged into Regulation U in 1998. Regulation X at 12 CFR Part 224 extends Regulation T and U requirements to United States persons obtaining purpose credit outside the country — closing the offshore circumvention gap. Together Regulations T, U, and X form the Federal Reserve's comprehensive margin credit framework applicable to broker-dealers, banks, non-bank lenders, and overseas borrowing arrangements.