February 19, 2026
SENT BY EMAIL
XXXX
Re: 2026-APP-00004 (Appeal of Response 2026-FOI-078)
Dear XXXX:
On December 29, 2025, you submitted a Freedom of Information Act (FOIA) request (2026-FOI-078) to the National Credit Union Administration (NCUA) for records related to the member vote on the merger between XXXX (XXXX, XXXX) and XXXX (XXXX, XXXX), announced on XXXX, 2025. Specifically, you requested the following information:
- The total number of member ballots cast in the merger vote;
- The number of votes in favor of the merger;
- The number of votes against the merger; and,
- Any documentation summarizing or certifying the member vote outcome that was submitted to or held by the NCUA.
By letter of January 20, 2026, the NCUA FOIA Processing Center (FOIA Office) granted your FOIA request in part. Two pages were released to you with partial redactions and one page was withheld in full. The FOIA Office explained that these documents represent all records responsive to your request and information was redacted or withheld pursuant to the FOIA exemptions at 5 U.S.C. §552 (b)(4) (Exemption 4), (b)(6) (Exemption 6), and (b)(8) (Exemption 8). Exemption 4 protects from disclosure records related to trade secrets and other confidential business information. Exemption 6 protects information about individuals in personnel and medical files, or similar files, when the disclosure of such information would constitute a clearly unwarranted invasion of personal privacy. Exemption 8 protects from disclosure records relating to the examination of banks and other financial institutions by agencies that regulate or supervise them. The FOIA Office also explained that, in determining whether to withhold information, the NCUA determined that the harm from disclosure is reasonably foreseeable.1
You appealed this determination in a correspondence dated January 21, 2026. Your appeal asserts that Exemptions 4, 6, and 8 were misapplied. You argue that there is strong public interest in transparency surrounding credit union mergers—particularly for the affected membership and the broader financial community—and the requested information is vital for informing both industry stakeholders and the public about the governance practices of member-owned financial institutions. Therefore, you are asking the NCUA to release the total number of ballots, the votes for and against the merger, and minimize redactions in the certification of vote document.
Upon a full and independent review, your appeal is granted in part, as discussed more fully below.
Exemption 4
In your appeal, you argue that Exemption 4 does not apply because numerical vote totals do not constitute trade secrets or confidential commercial information. You note that the request is for “the outcome of a member vote—not proprietary data, strategy, or sensitive operational details.” Further, you assert that disclosure of aggregate vote tallies poses no competitive harm to the institutions involved and is essential for transparency in member-governed financial institutions.
Exemption 4 is intended to protect the interests of both the government and submitters of information.2 This exemption covers two categories of information in agency records: (1) trade secrets; and (2) commercial or financial information obtained from a person that is privileged or confidential.3 The terms “commercial or financial” are given their ordinary meanings4 and information is generally found to be commercial or financial if it relates to business or trade,5 or if the submitter has a “commercial interest” in them.6 The information must be commercial “in and of itself”, such that it “serves a ‘commercial function’ or is of a ‘commercial nature.’”7
When Exemption 4 is implicated, the interest protected by Exemption 4 is the information’s confidentiality.8 The term “confidential” is given its “ordinary” meaning of “private” or “secret”.9 Thus, if commercial or financial information is held in confidence and given to the government under an assurance of confidentiality, the foreseeable harm standard is satisfied and the information may be withheld.10
In this case, the partially redacted information in the certification of vote document does not qualify as commercial or financial information within the scope of Exemption 4. While certain merger records may undoubtedly be classified as commercial or financial, aggregate information reflecting the outcome of a member merger vote is not, in and of itself, inherently commercial in nature nor function. Therefore, the vote tallies are not exempt.
On the other hand, one page of the responsive records consists of confidential proprietary information that qualifies as commercial or financial information for purposes of Exemption 4. This sensitive proprietary information is held in confidence by the submitter and was submitted to the NCUA under an implied assurance of confidentiality; thus, one page is exempt from disclosure under Exemption 4.
Exemption 8
You argue that Exemption 8 does not apply because merger vote certifications fulfill public governance requirements and are generated as part of a member decision-making process, not regulatory supervision.
Exemption 8 is “very broadly construed,”11 and provides for protection against release of information contained in or related to examination, operating or condition reports prepared by, on behalf of, or for the use of an agency responsible for the regulation or supervision of financial institutions.12 Certain merger records may clearly be exempt from disclosure under this exemption. However, member vote tallies alone do not pertain to a credit union’s examination, operation, or condition. Therefore, Exemption 8 is not applicable to this specific request.
For these reasons, your FOIA appeal is granted with respect to the member vote totals. Two pages of responsive records are being released to you largely without redactions. However, one page containing confidential commercial information is affirmed as exempt under Exemption 4 and withheld in full. Several remaining redactions to protect personally identifiable information, pursuant to Exemption 6, are also affirmed.13
Pursuant to 5 U.S.C. §552(a)(4)(B) of the FOIA, you may seek judicial review of this determination by filing suit against the NCUA. Such a suit may be filed in the United States District Court where you reside, where your principal place of business is located, the District of Columbia, or where any documents, if available, are located (the Eastern District of Virginia).
The 2007 FOIA amendments created the Office of Government Information Services (OGIS) to offer mediation services to resolve disputes between FOIA requesters and Federal agencies as a non-exclusive alternative to litigation. Using OGIS services does not affect your right to pursue litigation. You may contact OGIS in any of the following ways:
Office of Government Information Services
National Archives and Records Administration
8601 Adelphi Road - OGIS
College Park, MD 20740-6001
Email: ogis@nara.gov
Web: https://ogis.archives.gov
Telephone: 202.741.5770
Toll-free: 877.684.6448
Fax: 202.741.5769
Sincerely,
/s/
Frank Kressman
General Counsel
GC/PY
2026-APP-00004; 2026-FOI-078
Footnotes
1 5 U.S.C. § 552(a)(8)(A)(i).
2 See Food Mktg. Inst. v. Argus Leader Media, 588 U.S. 427, 440 (2019).
35 U.S.C. § 552(b)(4).
4 Pub. Citizen Health Rsch. Grp. v. FDA, 704 F.2d 1280, 1290 (D.C. Cir. 1983); accord Watkins v. CBP, 643 F.3d 1189, 1194 (9th Cir. 2011) (“The terms ‘commercial or financial’ are given their ordinary meanings.”) (citing Pub. Citizen Health Rsch. Grp., 704 F.2d at 1290)).
5 See Majuc v. DOJ, No. 18-0566, 2022 WL 266700, at *5 (D.D.C. Jan. 28, 2022); Leopold v. DOJ, No. 19-3192, 2021 WL 124489, at *6 (D.D.C. Jan. 13, 2021).
6 Pub. Citizen Health Rsch. Grp., 704 F.2d at 1290 (citing Wash. Post Co. v. HHS, 690 F.2d 252, 266 (D.C. Cir. 1982) and Bd. of Trade v. Commodity Futures Trading Comm’n, 627 F.2d 392, 403 (D.C. Cir. 1980)).
7 Citizens for Resp. & Ethics in Wash. v. DOJ, 58 F.4th 1255, 1267 (D.C. Cir. 2023) (holding that agency did not provide sufficient detail to demonstrate how contractors’ names were commercial, because “the commercial consequences of disclosure are not on their own sufficient to bring confidential information within the protection of Exemption 4 as ‘commercial’”) (internal citation omitted).
8 American Small Business League v. Department of Defense, 3:18-cv-01979-WHA (N.D. Cal. 2019) ECF No. 153 at 14.
9 Food Marketing Institute v. Argus Leader Media, 139 S. Ct. 2356, 2363 (2019) (finding that “where commercial or financial information is both customarily and actually treated as private by its owner and provided to the government under an assurance of privacy, the information is ‘confidential’ within the meaning of Exemption 4.”).
10 American Small Business League at 14.
11 Pentagon Fed. Credit Union v. Nat’l Credit Union Admin., No. 95-1475, 1996 U.S. Dist. LEXIS 22841, at *11 (E.D. Va. June 7, 1996).
12 5 U.S.C. §552(b)(8).
13 In your appeal, you note that your FOIA request did not seek any personally identifiable information (e.g., names, addresses, or other personal data), only aggregate numbers.