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Activist investor HoldCo targets America’s underperforming banks

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Misha Zaitzeff and Vik Ghei, founders of HoldCo Asset Management, at their Fort Lauderdale, Florida, offices.

Courtesy: HoldCo

American banks have found an unlikely pair of adversaries in Vik Ghei and Misha Zaitzeff.

Since July, the nine-person hedge fund they run from Fort Lauderdale, Florida, called HoldCo, has challenged lenders with over $200 billion in combined assets, demanding that they take swift action or face public campaigns to overthrow their boards and fire their CEOs.

The fund notched a victory this month after Comerica, under pressure from HoldCo, agreed to sell itself to rival Fifth Third for $10.9 billion in the biggest bank merger of the year. HoldCo has since announced activist campaigns against two smaller regional lenders, Boston-based Eastern Bank and Billings, Montana-based First Interstate.

A fourth bank is now in their sights, CNBC has learned exclusively: HoldCo plans to launch a proxy battle against Columbia Bank, a lender with $70 billion in assets and 350 branches across Western states, unless it can strike a deal with management.

HoldCo, with $2.6 billion in assets, is bringing back activism to an industry that has largely been insulated from it since the 2008 financial crisis. The demise of bank-specific hedge funds in the post-crisis years and regulatory resistance to mergers meant that underperforming CEOs faced little discipline from the markets until now, according to Ghei and Zaitzeff.

Regional banks have struggled to regain their footing after the 2023 crisis that consumed Silicon Valley Bank and First Republic, leaving them exposed to activists seeking undervalued targets. At the same time, mergers are now viewed as more likely to be approved by regulators in the Trump administration, giving activists like HoldCo a clear exit strategy.

Coming from a hedge fund that few outside of banking circles had heard of, HoldCo’s moves have garnered admiration in some corners of Wall Street, while making them a pariah in others.

Ghei and Zaitzeff say HoldCo has been banned from attending a banking conference held next month outside Miami by Piper Sandler, an investment bank known for advising regionals on mergers. A spokesman for Piper Sandler didn’t immediately have a comment.

The millennial upstarts now find themselves key players in a larger story of industry consolidation. While retail banking is dominated by three giants, JPMorgan Chase, Bank of America and Wells Fargo, the country has more than 4,400 banks, and a long-expected merger wave began this year.

Bad incentives

The HoldCo thesis on regional banks is simple: Many are undervalued because their CEOs have put their own interests above that of shareholders, Ghei and Zaitzeff told CNBC in interviews over the past month.

That’s because the CEOs earn millions of dollars more in annual compensation if they grow by acquiring other banks, even if the deals prove disastrous for shareholders, according to the investors. Bank boards mostly operate as rubber stamps for such deals, they say, because directors are often hand-picked by the CEOs themselves.

“We’re trying to shame them into doing the right thing,” Ghei, 43, told CNBC. “At some of the banks we own, the CEOs have doubled compensation while their stocks have dramatically underperformed, or even fallen.”

On top of that, some of the investment bankers and research analysts that cater to small and medium banks are complicit, because their firms earn fees from mergers, and shareholders are usually silent because they risk losing management access if they challenge bank leaders, said the HoldCo founders.

“We feel that the way to rectify this is to publicly shame banks and aggressively pursue things like proxy battles,” Ghei said. “CEOs should be fired, and the boards should be fired, because they rolled the dice and lost; there should be consequences.”

Regional banks face pressure to bulk up through mergers to compete with super regionals and megabanks, which have far larger budgets for technology and compliance, according to industry consultants who requested anonymity to speak candidly. Poorly-managed firms are more the exception than the rule, they said.

As a group, regional banks have trailed both larger peers and broader stock indexes in recent years, partly because of the hangover from the 2023 tumult. The S&P Regional Banking ETF is still 14% below its 2021 peak, and shares of regional lenders tumbled again this month on concern over a trio of defaults tied to alleged corporate fraud.

In April, after bank stocks plunged in the selloff sparked by President Donald Trump’s so-called “Liberation Day” tariff policies, HoldCo began loading up on shares of beaten-up regionals, including Columbia, Citizens Financial and KeyCorp.

Those bets kickstarted their recent round of activism and raised their profile: HoldCo “is quickly becoming a household name in both the regional banking space and the world of activism,” analyst Don Bilson wrote in an October 21 research note.

The firm’s rise has rattled executives across the U.S. regional banking landscape; several banks have quietly started reviewing their capital plans in anticipation of possible activist scrutiny, according to the industry advisors who spoke to CNBC.

HoldCo said it now owns more than $1 billion in regional bank shares.

‘Best job in the world’

Over steak dinners, Zoom meetings and phone calls, Ghei and Zaitzeff began private discussions with a succession of bank CEOs in recent months, hoping to persuade them to commit to their shareholder-friendly actions.

When that approach has failed, they’ve gone public, releasing their presentations online and in the pages of the Wall Street Journal and Bloomberg News.

It’s a playbook more familiar to other sectors including technology, media and health care, where hedge funds far larger than HoldCo have attempted to sway management with public campaigns.

“I wish I could say there’s more nuance involved,” Ghei said. “But you actually need to put the CEO’s job at risk and make this very legitimate case that you can defeat them.”

HoldCo’s campaign against Columbia Bank is one of the firm’s largest bets yet. Its position is worth roughly $150 million and makes up about 1.9% of the company’s voting shares.

In a 71-page presentation, the activist said that while CEO Clint Stein quadrupled Columbia Bank’s assets through two acquisitions since taking over in 2020, the bank’s shares have fallen 36% during his tenure.

At the same time, Stein’s most recent pay package rose 80% to $6.3 million from his 2021 compensation, the year he began announcing the takeovers.

Columbia Bank declined to comment for this article.

“Being a bank CEO is the best job in the world,” Ghei said. “You have incredible job security because shareholders never show their face and the board feels like they work for you. Everyone’s happy to meet you, and you have a bunch of investment bankers who want to make fees off of you.”

Stein and his chief operating officer flew to Fort Lauderdale in August to meet the activists at a steakhouse two blocks from HoldCo’s offices on bustling Las Olas Boulevard, according to Ghei and Zaitzeff.

Their meal was amicable enough, but the tone changed afterward when it became clear that HoldCo would pursue a proxy battle unless a deal was struck, meaning they would aim to replace directors with their own picks, with the ultimate goal of replacing Stein, according to the HoldCo duo.

In late September, the HoldCo founders delivered their presentation to board members, slide by slide, over a Zoom call.

HoldCo wants Columbia to swear off from doing more acquisitions, instead using excess cash to buy back their own cheap stock for five years, after which they should explore selling themselves to a larger bank.

“They are honestly accomplished people, but not in banking,” Ghei said of the Columbia directors. “I don’t think they understood how bad the transactions they did were.”

‘Don’t take it personally’

The HoldCo partners said they developed their appetite for confrontation in the rough-and-tumble world of distressed debt.

Ghei, a former Goldman Sachs analyst covering financial firms, had figured out a way to make money picking through the remains of banks that had collapsed in the 2008 financial crisis.

Then an analyst at Owl Creek, a hedge fund that specialized in the debt of failed companies, Ghei realized that bonds from the parent company of Washington Mutual were trading at deep discounts because everybody assumed that they wouldn’t be repaid.

But they were ultimately repaid at full price, plus interest, making hundreds of millions of dollars for Owl Creek, according to an American Banker profile of Ghei from 2013.

Ghei would repeat that trade at another Manhattan hedge fund, Tricadia, where he met Zaitzeff, a Brown University computer science graduate who ran models of new financial instruments called subprime collateralized debt obligations.

Tricadia made millions by both creating subprime CDOs and then separately betting that other CDOs would fail, similar to trades from Goldman Sachs and others chronicled in the Michael Lewis book “The Big Short.”

The men immediately hit it off, and in 2011 started their own firm out of “crummy offices” in New York’s Financial District, says Ghei. They called it HoldCo because of their early trades acquiring the debt of 70 holding companies whose banking subsidiaries had failed in the crisis.

Ghei and Zaitzeff say they would spend most of their waking hours over the next 14 years together, angering their wives with their singular focus on batting around ideas for investments until they came to consensus.

“We’re friends, first and foremost,” Zaitzeff, 42, said. “We spend a lot of time debating investments, but we don’t take it personally.”

They believed the bonds of dead banks had value because of assets like tax refunds on corporate ledgers. But the Federal Deposit Insurance Corporation, which took over the failed banks’ subsidiaries, believed it was entitled to the assets, not HoldCo.

So HoldCo battled the FDIC in bankruptcy courts around the country, winning enough of the time on the strength of their arguments to develop a reputation as scrappy fighters.

By 2013, the pair had raised their first institutional funds from an endowment; word of mouth then spread, and they eventually garnered investment from about 20 universities, hospitals and family offices in a series of ever-larger funds.

One battle after another

Their go-anywhere investment style led them to buy the distressed debt of a New Orleans-based lender named First NBC Bank in 2016; the bank had been established a decade earlier to help the city rebuild after Hurricane Katrina.

After realizing that First NBC would soon be undercapitalized, HoldCo shorted the lender and published letters revealing their concerns. The bank’s auditor resigned and the institution was seized by the FDIC. In 2023, the former First NBC CEO Ashton Ryan was sentenced to 14 years in prison for bank fraud.

It was experiences like that led Ghei and Zaitzeff to their dim view of bank management. By proving to themselves that they could identify situations where the market wasn’t functioning like it should, the HoldCo partners had the conviction to take on regional banks this year.

First NBC Bank Chief Executive Ashton Ryan, center.

Source: Nasdaq

Banks didn’t understand the scope of HoldCo’s ambitions at first, the partners said.

“People were surprisingly nice to us after Comerica,” Zaitzeff said. “When we went after Comerica, they viewed it as us going after a bigger bank. But a lot of regional banks view Eastern and First Interstate as much more like them.”

Bank CEOs may believe that if they don’t engage with HoldCo, they can avoid activist campaigns, Zaitzeff said. The activists believe that’s why they were blacklisted from a recent banking conference.

But the hedge fund has purchased almost 5% of the shares of Bank United, a Miami Lakes, Florida-based lender with $35.5 billion in assets, without speaking to management, according to the pair.

HoldCo plans to wage a proxy battle unless they can come to an agreement with management over increasing shareholder returns. Bank United didn’t immediately return messages seeking comment.

The investors, convinced of the righteousness of their position, say they also plan to publish regular dispatches about banks destroying shareholder value, even when they don’t hold a stake in the firm.

“The problem is that for so many years there’s been no accountability, and the world has gone insane,” Ghei said. “We’re trying to call out bad decisions and incent them into doing the right thing.”

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Private Credit Expansion and Regulatory Oversight in 2026 Capital Markets

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The global private credit market has solidified its role as a fundamental pillar of enterprise finance, expanding rapidly across middle-market lending, asset-backed finance, and infrastructure financing. As non-bank financial institutions capture a larger share of corporate debt origination, global regulatory bodies are increasing oversight to evaluate market transparency and systemic risk interconnections.

Growth Drivers in Direct Lending
Direct lending platforms have continued to attract substantial institutional allocations from pension funds, sovereign wealth entities, and insurance companies seeking attractive risk-adjusted yields. Private debt funds offer corporate borrowers customized financing structures, faster execution timelines, and confidentiality compared to syndicated loan markets.

In 2026, private credit managers are increasingly financing larger corporate transactions, providing multi-billion-dollar credit facilities for buyout deals and corporate restructurings. The flexibility of private debt contracts—featuring unitranche pricing and tailored covenant packages—has made direct lending the preferred capital source for middle-market enterprise sponsors.

Regulatory Scrutiny and Systemic Risk Assessment
The rapid growth of non-bank intermediation has drawn heightened scrutiny from financial regulators in North America and Europe. Because private debt agreements are negotiated privately without public exchange disclosures, central banks are evaluating potential vulnerabilities related to asset valuation consistency and fund liquidity profiles.

Regulatory agencies are introducing guidelines aimed at improving reporting standards for private investment vehicles managing institutional assets. Key focus areas include monitoring leverage ratios within private credit funds and evaluating indirect credit exposures between commercial banking institutions and private debt funds.

Navigating Elevated Refinancing Costs
With benchmark interest rates remaining elevated, private debt borrowers face higher debt service obligations on floating-rate credit facilities. Financial advisory firms report an increase in proactive liability management strategies, including payment-in-kind (PIK) interest options, equity infusions from sponsors, and covenant modifications.

Private credit managers with deep operational capabilities are actively working alongside portfolio companies to optimize working capital and maintain cash flow coverage ratios during periods of higher borrowing costs.

Key Financial Takeaways
1. Mainstream Asset Class: Private credit has expanded beyond niche alternative asset status into a core corporate finance solution.
2. Enhanced Transparency Standards: Regulatory frameworks are evolving toward greater disclosure requirements for private debt managers.
3. Proactive Risk Management: Lenders and sponsors must prioritize debt sustainability and active portfolio monitoring amid high benchmark rates.

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Venture Capital and Startup Valuations in 2026: Focus on Unit Economics and Sustainable Growth

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The global venture capital (VC) ecosystem is operating under a disciplined investment framework in 2026. Following years of valuation adjustments and shifting liquidity environments, venture capital firms and private equity investors are prioritizing proven unit economics, positive cash flow pathways, and capital efficiency over rapid, unconstrained user acquisition.

The Shift Toward Disciplined Startup Valuations
Early-stage and growth-stage startup valuations have stabilized at sustainable historical averages. Venture capital partners are conducting rigorous due diligence processes before deploying capital, scrutinizing gross margins, customer acquisition costs (CAC), net revenue retention (NRR), and lifetime value (LTV) metrics.

While total capital deployed remains robust, seed and Series A funding rounds are taking longer to finalize. Founders are expected to demonstrate clear product-market fit and defensible intellectual property rather than relying on top-line revenue projections unsupported by strong underlying economics.

M&A Activity and Liquidity Solutions
The market for venture-backed exits is seeing renewed momentum through strategic mergers and acquisitions (M&A) and secondary market liquidity facilities. Established corporate enterprises are acquiring high-performing technology startups to integrate proprietary artificial intelligence models and specialized software solutions into their product ecosystems.

Simultaneously, secondary market transactions have become an essential liquidity mechanism for early employees and institutional investors. Specialized secondary funds are purchasing pre-IPO shares at discounted valuations, providing liquidity opportunities while companies remain private for longer durations.

Sector Allocation: Deep Tech, Clean Energy, and Enterprise Automation
Venture capital investment is heavily concentrated in deep technology and capital-intensive engineering sectors. High-growth investment themes include:
– Next-Generation Semiconductors: Hardware startups designing specialized AI processors and energy-efficient microchip architectures.
– Clean Technology: Battery chemistry innovations, carbon capture solutions, and grid-scale energy storage startups.
– Enterprise Process Automation: Software platforms that automate complex workflows in healthcare, financial services, and industrial logistics.

Key Insights for Entrepreneurs and Investors
1. Prioritize Capital Efficiency: Startups focused on achieving operational profitability receive higher valuation premiums from institutional investors.
2. Strategic Exit Planning: Corporate M&A is serving as a primary exit route for venture-backed startups navigating prolonged IPO windows.
3. Focus on High-Moat Technologies: Deep tech and proprietary software architectures are securing the majority of growth-stage capital allocations.

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The Evolution of Digital Payments: Cross-Border Settlement and Central Bank Digital Currencies in 2026

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The infrastructure supporting global commerce is undergoing a major technological upgrade as real-time digital payment rails, cross-border settlement solutions, and Central Bank Digital Currency (CBDC) pilot programs achieve widespread commercial adoption. Financial institutions and fintech developers are reimagining payment processing to eliminate friction, lower transaction fees, and accelerate settlement speed.

Transforming Cross-Border Settlement Infrastructure
For decades, international corporate payments relied on legacy correspondent banking networks characterized by multi-day settlement delays, opaque fee structures, and high foreign exchange markups. In 2026, modern cross-border payment networks are enabling near-instantaneous settlement for international trade transactions.

Financial technology platforms are leveraging distributed ledger technology and real-time gross settlement (RTGS) interconnections to settle transactions in seconds. International trade participants benefit from reduced working capital requirements and minimized foreign exchange volatility risks during cross-border transfers.

Commercial Expansion of Central Bank Digital Currencies
Central banks representing major global economies are advancing CBDC initiatives from research phases into active commercial deployment. Wholesale CBDCs—designed specifically for interbank settlement and financial institution clearing—are demonstrating substantial efficiency gains in domestic and international transactions.

At the retail level, several nations have introduced public digital currency options alongside existing commercial banking networks. These sovereign digital payment channels aim to expand financial inclusion, lower consumer transaction fees, and improve the efficiency of government-to-citizen financial disbursements.

Open Banking and Embedded Finance Ecosystems
Alongside settlement infrastructure upgrades, open banking regulations and embedded finance frameworks are transforming merchant-consumer interactions. Commercial businesses across retail, travel, and business-to-business (B2B) services are integrating seamless payment APIs directly into their customer software interfaces.

Through open banking frameworks, consumers can initiate secure bank-to-bank payments without relying on traditional credit card networks, significantly reducing merchant processing fees. Integrated Buy-Now-Pay-Later (BNPL) options and point-of-sale credit facilities continue to expand, driving higher conversion rates for digital commerce platforms.

Strategic Financial Takeaways
1. Treasury Optimization: Corporate treasurers should leverage instant cross-border payment platforms to minimize liquidity buffers and foreign exchange exposure.
2. CBDC Integration: Financial institutions must prepare internal core banking systems to interface with emerging wholesale CBDC payment rails.
3. Merchant Fee Reduction: Enterprise merchants can lower payment processing overhead by adopting account-to-account (A2A) open banking checkout solutions.

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