FIRST CITIZENS BANCSHARES INC /DE/ (FCNCA)

CIK: 0000798941. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6022 State Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=798941. Latest filing source: 0000798941-26-000015.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000798941.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000798941.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0000798941-26-000024.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2026-05-08. Report date: 2026-03-31.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis (“MD&A”) of earnings and related financial data is presented to assist in understanding the financial condition and results of operations of First Citizens BancShares, Inc. (the “Parent Company” and, when including all of its subsidiaries on a consolidated basis, “we,” “us,” “our,” or “BancShares”) and its banking subsidiary, First-Citizens Bank & Trust Company (“FCB”). Unless otherwise noted, the terms “we,” “us,” “our,” and “BancShares” in this section refer to the consolidated financial position and consolidated results of operations for BancShares.

This MD&A is expected to provide our investors with a view of our financial condition and results of operations from our management’s perspective. This MD&A should be read in conjunction with the unaudited consolidated financial statements and related notes presented within this Quarterly Report on Form 10-Q (this “Form 10-Q”), along with our consolidated financial statements and related MD&A of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Throughout this MD&A, references to a specific “Note” refer to Notes to the Consolidated Financial Statements (Unaudited) in Item 1. Financial Statements.

Intercompany accounts and transactions have been eliminated. Refer to Note 1—Significant Accounting Policies and Basis of Presentation for further information.

Management uses certain financial measures that are not presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) in its analysis of the financial condition and results of operations of BancShares. Refer to the "Non-GAAP Financial Measurements" section of this MD&A for a reconciliation of these financial measures to the most directly comparable financial measures in accordance with GAAP.

EXECUTIVE OVERVIEW

The Parent Company is a bank holding company (“BHC”) and financial holding company. The Parent Company is regulated by the Board of Governors of the Federal Reserve System (“Federal Reserve”) under the U.S. Bank Holding Company Act of 1956, as amended. The Parent Company is also registered under the BHC laws of North Carolina and is subject to supervision, regulation and examination by the North Carolina Office of the Commissioner of Banks (the “NCCOB”). BancShares conducts its banking operations through its wholly owned subsidiary, FCB, a state-chartered bank organized under the laws of the state of North Carolina. FCB is regulated by the NCCOB. In addition, FCB, as an insured depository institution, is supervised by the Federal Deposit Insurance Corporation (the “FDIC”).

BancShares provides financial services for a wide range of consumer and commercial clients. BancShares offers deposit products, loans, and wealth management and private banking services to consumer clients. BancShares provides lending, leasing, capital markets and other financial and advisory services, to small and middle-market companies across a variety of industries. Additionally, BancShares provides a full suite of financial products and services to private equity firms, venture capital firms, and commercial clients in innovation markets, such as technology, life sciences and healthcare industries. BancShares also provides deposit, cash management and lending to homeowner associations and property management companies and owns a fleet of railcars and locomotives that are leased to railroads and shippers.

BancShares delivers banking products and services to its customers through an extensive branch network and additionally operates a nationwide digital banking platform that delivers deposit products to consumers (the “Direct Bank”). Services offered at most branches include accepting deposits, cashing checks and providing for consumer and commercial cash needs. Consumer and business customers may also conduct banking transactions through various digital channels.

In addition to our banking operations, we provide various investment products and services through FCB’s wholly owned subsidiaries, including First Citizens Investor Services, Inc. (“FCIS”), First Citizens Asset Management, Inc. (“FCAM”), and First Citizens Delaware Trust Company, and a non-bank subsidiary, First Citizens Capital Securities, LLC (“FCCS”). As a registered broker-dealer, FCIS provides a full range of investment products, including annuities, brokerage services and third-party mutual funds. As registered investment advisers, FCIS and FCAM provide investment management services and advice. FCCS is a broker-dealer that also provides underwriting and private placement services. We also have other wholly owned subsidiaries, including SVB Wealth LLC, SVB Asset Management, and First Citizens Institutional Asset Management, LLC, which are active investment advisers.

Refer to Note 18—Segment Information for further information regarding the products and services we provide.

Refer to the 2025 Form 10-K for a discussion of our strategy.

50

Recent Events

Equity Transactions

Share Repurchase Programs

During the first quarter of 2026, we repurchased 449,845 shares of our Class A common stock for $900 million and paid a dividend of $2.10 per share on our Class A and Class B common stock. Shares repurchased during the first quarter of 2026 represented 4.04% of Class A common stock and 3.71% of total Class A and Class B common stock outstanding at December 31, 2025. From inception of the 2024 share repurchase program (“2024 SRP”) through March 31, 2026, we have repurchased 2,842,948 shares of our Class A common stock for $5.59 billion, representing 21.02% of Class A common stock and 19.57% of total Class A and Class B common stock outstanding as of June 30, 2024.

From April 1, 2026 through April 30, 2026, BancShares repurchased an additional 102,340 shares of Class A common stock for a total of $203 million and had total capacity remaining under the current share repurchase program (the “2025 SRP”) of $1.71 billion as of April 30, 2026.

Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for first quarter 2026 monthly repurchase activity of Class A common stock.

Preferred Stock Issuance

On February 5, 2026, the Parent Company issued and sold 6.625% non-cumulative perpetual preferred stock, series E for a total of $400 million. Refer to Note 13—Stockholders' Equity for further information, including depositary shares and liquidation preference.

Debt Transactions

Prepayments of the Purchase Money Note

In connection with the SVBB Acquisition (as defined in Note 2—Business Combinations), FCB issued a five-year $36.07 billion note payable to the FDIC, maturing March 27, 2028 (the “Purchase Money Note”). The Purchase Money Note had a carrying value of $30.91 billion and $33.39 billion at March 31, 2026 and December 31, 2025, respectively. During the current quarter, we prepaid $2.50 billion of the Purchase Money Note which resulted in an $8 million loss on extinguishment of debt. The outstanding balance of the Purchase Money Note declined from $35.85 billion at September 30, 2025 to $30.91 billion at March 31, 2026. We will continue to monitor the interest rate environment, FCB’s collateral position for the Purchase Money Note, and FCB’s liquidity position to determine the timing and magnitude of further prepayments as discussed below in the Funding, Liquidity and Capital Overview. We expect monthly prepayments to be at least $500 million throughout 2026. In April 2026, we made an additional prepayment of $500 million.

Debt Issuance

On March 3, 2026, the Parent Company issued and sold $500 million aggregate principal amount of its 4.869% Fixed-to-Floating Rate Senior Notes due in 2032 in a public offering (the “Current Quarter Debt Issuance”).

Pending Branch Acquisition

On October 16, 2025, FCB announced the BMO Branch Acquisition (as defined in Note 2—Business Combinations) to acquire 138 branches from BMO Bank N.A.located throughout the Midwest, Great Plains and West regions of the U.S. In connection with the BMO Branch Acquisition, FCB expects to assume approximately $5.3 billion in deposit liabilities and acquire approximately $1.1 billion in loans. We expect the transaction to close in the second half of 2026, subject to customary closing terms and conditions and the receipt of remaining regulatory approvals.

Commercial Banking Brand Alignment

On April 23, 2026, FCB announced plans to expand its commercial banking capabilities and to align brand names later this year. In the fourth quarter of 2026, Silicon Valley Bank (“SVB”), a division of FCB, will rebrand as First Citizens Innovation Banking and First Citizens Fund Banking, and CIT Commercial Services and the Silicon Valley Bank Wine division will rebrand as FCB.

51

Recent Economic, Industry and Regulatory Developments

Economic conditions reflected heightened uncertainty in the first quarter of 2026, as inflationary pressures, due in part to global energy constraints related to the conflicts in the Middle East, contributed to market volatility. We continue to monitor these developments and the broader macroeconomic environment; however, the ultimate effects remain uncertain and dependent on future events.

Entering 2026, the benchmark federal funds range was between 3.50% - 3.75%. During the January, March, and April 2026 Federal Open Market Committee meetings, the benchmark federal funds rate was left unchanged.

The U.S. government announced changes to its trade policies in 2025 and significantly increased tariffs on certain imports under emergency authorities, including the International Emergency Economic Powers Act (the “IEEPA”). In February 2026, the Supreme Court ruled that the IEEPA does not authorize the President to impose tariffs. The current tariff environment remains dynamic and uncertain, including with respect to refunds of tariffs paid under the IEEPA and replacement measures under other legal authorities. We continue to closely monitor both the impact and potential impact of such measures on our business, our customers and on overall economic conditions in the United States.

On March 19, 2026, federal banking regulators issued revised notices of proposed rulemaking to implement the final components of the Basel III accords (the “Basel III proposals”). The proposals include, among other things, a revised standardized approach to calculating risk-weighted assets applicable to Category III and Category IV banking organizations like us, which the Federal Reserve expects to decrease aggregate Common Equity Tier 1 (“CET1”) risk-based capital requirements. Additionally, the revised proposals would eliminate the requirement to deduct mortgage servicing assets from CET1 capital and instead assign a 250% risk weight. We will continue to monitor further developments regarding the proposals and assess potential impacts to our regulatory capital requirements, including enhanced capital flexibility.

Financial Performance Summary

The following tables in this MD&A include financial data for the three months ended March 31, 2026 (the “current quarter”), December 31, 2025 (the “linked quarter”) and March 31, 2025 (the “prior year quarter”). In accordance with Item 303(c) of Regulation S-K, we focus our discussion of quarterly results of operations on changes compared to the linked quarter for the narrative discussion and analysis as we believe this provides investors and other users of our data with the most relevant information. We also include commentary comparing current quarter to prior year quarter.

We focus the discussion of our financial position by comparing balances as of March 31, 2026 to December 31, 2025. Percent changes within this MD&A are based on unrounded amounts and may not recalculate precisely using the displayed rounded ba

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Published MD&A gate trimmed front/tail over-capture. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis (“MD&A”) of earnings and related financial data is presented to assist in understanding the financial condition and results of operations of BancShares. Unless otherwise noted, the terms “we,” “us,” “our,” and “BancShares” in this MD&A refer to our consolidated financial condition and results of operations.

This MD&A is expected to provide our investors with a view of our financial condition and results of operations from our management’s perspective. This MD&A should be read in conjunction with the audited consolidated financial statements and Notes to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data. Throughout this MD&A, references to a specific “Note” refer to the Notes to Consolidated Financial Statements contained in Item 8. Financial Statements and Supplementary Data.

Intercompany accounts and transactions have been eliminated. Although certain amounts for prior years have been reclassified to conform with financial statement presentations for 2025, the reclassifications had no effect on stockholders’ equity or net income as previously reported. Refer to Note 1—Significant Accounting Policies and Basis of Presentation.

Management uses certain financial measures that are not presented in accordance with GAAP in its analysis of the financial condition and results of operations of BancShares. Refer to the "Non-GAAP Financial Measurements" section of this MD&A for a reconciliation of these financial measures to the most directly comparable financial measures in accordance with GAAP.

Comparisons of the financial data as of and for the years ended December 31, 2024 and 2023 are contained in Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of BancShares’ Annual Report on Form 10-K as of and for the year ended December 31, 2024 (the “2024 Form 10-K”) filed with the SEC on February 21, 2025 and available through our investor relations website ir.firstcitizens.com or the SEC’s EDGAR database.

EXECUTIVE OVERVIEW

Key Strategic Objectives

BancShares defines strategic priorities to further our vision and align goals to enhance productivity while focusing on risk management throughout the organization. Our strategic priorities center around the themes summarized below.

•Client Focus

▪Expand and grow our capabilities and products while harnessing the scale of the enterprise and maintaining a client-first focus.

•Talent and Culture

▪Attract, retain and develop associates who align with our long-term direction and culture while scaling for continued growth.

•Operational Efficiency

▪Optimize processes and systems to reduce organizational complexity and maximize productivity.

▪Continue to streamline systems to simplify our information technology operating environment and improve our data infrastructure.

•Balance Sheet Optimization

▪Manage our balance sheet prudently to optimize our funding and liquidity profile while driving core deposit growth and enhancing returns.

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Recent Events

Equity Transactions

Share Repurchase Programs

On July 25, 2025, BancShares announced that the Board authorized the 2025 SRP, which allows BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $4.0 billion through December 31, 2026. Repurchases under the 2025 SRP commenced in September 2025 upon the completion of the $3.5 billion 2024 SRP announced in July 2024. During 2025, BancShares repurchased $3.03 billion of its Class A common stock in aggregate under the 2024 SRP and the 2025 SRP. The total capacity remaining under the 2025 SRP was $2.81 billion as of December 31, 2025 and $2.37 billion as of February 13, 2026.

Refer to Part II, Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for additional information regarding repurchases of Class A common stock.

Preferred Stock Issuances

On November 18, 2025, the Parent Company issued and sold 7.000% non-cumulative perpetual preferred stock, series D, for a total of $500 million. In February 2026, the Parent Company issued and sold 6.625% non-cumulative perpetual preferred stock, series E for a total of $400 million. Refer to Note 15—Stockholders' Equity for further information, including depositary shares and liquidation preference.

Debt Transactions

Partial Prepayments of the Purchase Money Note

In connection with the SVBB Acquisition (as defined and described in Note 2—Business Combinations), FCB issued a five-year, 3.50% fixed rate Purchase Money Note (as defined in Note 2—Business Combinations), which had a carrying value of $33.39 billion and $35.82 billion at December 31, 2025 and 2024, respectively. During December 2025, FCB prepaid $2.49 billion of the Purchase Money Note (the “Partial Prepayment of the Purchase Money Note”), which resulted in a $9 million loss on extinguishment of debt. We will continue to monitor the interest rate environment and FCB’s collateral position for the Purchase Money Note and assess further prepayments as discussed below in the Funding, Liquidity and Capital Overview. In both January 2026 and February 2026, we made additional prepayments of approximately $500 million.

Debt Redemption

On June 15, 2025, the Parent Company executed a callable feature and redeemed all $350 million aggregate principal amount of its 3.375% Fixed-to-Floating Rate Subordinated Notes due in 2030 (when combined with the Purchase Money Note Partial Prepayment, the “2025 Debt Redemptions”).

Debt Issuances

The Parent Company issued and sold the following during 2025 (together the “2025 Debt Issuances”) in public offerings:

•On September 5, 2025, $600 million aggregate principal amount of its 5.600% Fixed Rate Reset Subordinated Notes due in 2035, and

•On March 12, 2025, $500 million aggregate principal amount of its 5.231% Fixed-to-Floating Rate Senior Notes due in 2031 and $750 million aggregate principal amount of its 6.254% Fixed-to-Fixed Rate Subordinated Notes due in 2040.

Pending Branch Acquisition

On October 16, 2025, FCB announced the BMO Branch Acquisition to acquire 138 branches from BMO Bank N.A. located throughout the Midwest, Great Plains and West regions of the U.S. In connection with the BMO Branch Acquisition, FCB expects to assume approximately $5.7 billion in deposit liabilities and acquire approximately $1.1 billion in loans. We expect the transaction to close in the second half of 2026, subject to customary closing terms and conditions and regulatory approvals.

Termination of the Shared-Loss Agreement with the FDIC

On April 7, 2025, FCB and the FDIC entered into an agreement (the “Shared-Loss Termination Agreement”) to terminate the Shared-Loss Agreement (as defined in Note 2—Business Combinations). As a result of entering into the Shared-Loss Termination Agreement, all rights and obligations of the parties under the Shared-Loss Agreement terminated as of the date of the Shared-Loss Termination Agreement, including FCB’s reporting covenants and obligations related to FDIC Loss Sharing and FCB reimbursement (each as defined in Note 2—Business Combinations). The decision to enter into the Shared-Loss Termination Agreement was motivated, in part, by FCB’s determination that the likelihood of reaching the $5 billion loss threshold during the five-year period covered by the Shared-Loss Agreement was remote. Additionally, the Shared-Loss Termination Agreement eliminated the reporting responsibilities associated with the Shared-Loss Agreement. There was no impact to our consolidated balance sheets or statements of income resulting from the Shared-Loss Termination Agreement

42

because there was no loss indemnification asset or true-up liability associated with the Shared-Loss Agreement, primarily based on evaluation of historical loss experience and the credit quality of the Covered Assets (as defined in Note 2—Business Combinations).

The impacts to the Risk-Based Capital Ratios resulting from the Shared-Loss Termination Agreement are discussed in the “Capital” section of this MD&A.

Financial Reporting Updates

Changes to Reportable Segments

As of December 31, 2025, our reportable segments included the General Bank, the Commercial Bank, and Rail. All other financial information not included in the segments is reported in the Corporate section of the segment disclosures. During 2025, we made the following Segment Reporting Updates:

•All components previously reported in the SVB Commercial segment and certain components of the General Bank segment were consolidated into the Commercial Bank segment.

•We made minor updates to our segment expense allocations.

Segment disclosures for the years ended December 31, 2024 and 2023 included in this Form 10-K were recast to conform with the Segment Reporting Updates summarized above.

Loan Class Changes

At December 31, 2025, our commercial loan classes included: commercial and industrial, capital call lines, owner occupied commercial mortgage, investor dependent, and commercial real estate, while our consumer loan classes included: residential mortgage, revolving mortgage, auto, and other consumer.

During 2025, we changed our loan classes (“Loan Class Changes”) from the loan classes in the 2024 Form 10-K. The Loan Class Changes recast capital call lines and commercial real estate into separate loan classes, and recast SVB loan classes into the commercial loan classes. Additionally, investor dependent - early stage and investor dependent - growth stage were combined into a single investor dependent loan class.

The Loan Class Changes are further discussed in Note 1—Significant Accounting Policies and Basis of Presentation. Loan and lease and ALLL disclosures for all periods presented in this Form 10-K were recast to reflect the Loan Class Changes.

Recent Economic, Industry and Regulatory Developments

Entering 2025, the FOMC had reduced the benchmark federal funds rate to a range between 4.25% - 4.50% and maintained this level until its September meeting. During each of its September, October and December meetings in 2025, the FOMC reduced the benchmark federal funds rate by a quarter-point, to a range between 3.50% - 3.75% as of December 31, 2025. During the January 2026 FOMC meeting, the benchmark federal funds rate was left unchanged.

The U.S. government announced changes to its trade policies in 2025 and significantly increased tariffs on certain imports under emergency authorities, including IEEPA. In February 2026, the Supreme Court ruled that IEEPA does not authorize the President to impose tariffs. The current tariff environment remains dynamic and uncertain, including regarding potential refunds of tariffs paid under IEEPA, and the U.S. government could respond with replacement measures under other legal authorities. We continue to closely monitor both the impact and potential impact of such measures on our business, our customers and on overall economic conditions in the United States.

On July 4, 2025, President Trump signed into law H.R. 1, referred to as the One Big Beautiful Bill Act (the “OBBBA”). The OBBBA contains several provisions that impact corporate taxation. The enactment of the OBBBA did not have a material impact on our tax rate or results of operations.

Financial Performance Summary

The following tables in this MD&A include financial data as of and for the year ended December 31, 2025 (the “current year”), December 31, 2024 (the “prior year”) and December 31, 2023. We focus the discussion of our financial position by comparing balances as of December 31, 2025 to December 31, 2024. Percent changes within this MD&A are based on unrounded amounts and may not recalculate precisely using the displayed rounded balances.

43

Table 1

Selected Financial Data

dollars in millions, except share data

Year Ended December 31,

2025

2024

2023

Results of Operations:

Interest income

$

11,778 

$

12,353 

$

10,391 

Interest expense

4,964 

5,210 

3,679 

Net interest income

6,814 

7,143 

6,712 

Provision for credit losses

514 

431 

1,375 

Net interest income after provision for credit losses

6,300 

6,712 

5,337 

Noninterest income

2,727 

2,615 

12,075 

Noninterest expense

6,056 

5,735 

5,335 

Income before income taxes

2,971 

3,592 

12,077 

Income tax expense

765 

815 

611 

Net income

2,206 

2,777 

11,466 

Preferred stock dividends

57 

61 

59 

Net income available to common stockholders

$

2,149 

$

2,716 

$

11,407 

Per Common Share Information:

Weighted average common shares outstanding (diluted)

13,002,455 

14,342,655 

14,539,613 

Diluted earnings per common share

$

165.24 

$

189.41 

$

784.51 

Key Performance Metrics:

Return on average assets

0.96 

%

1.26 

%

5.90 

%

Net interest margin (1)

3.25 

3.54 

3.92 

Net interest margin, excluding purchase accounting accretion or amortization (1) (2)

3.13 

3.30 

3.50 

Select Average Balances:

Investment securities

$

44,160 

$

37,029 

$

23,112 

Total loans and leases (3)

143,227 

137,546 

119,234 

Operating lease equipment, net

9,432 

9,003 

8,495 

Total assets

229,266 

219,800 

194,281 

Total deposits

159,486 

151,004 

130,590 

Total borrowings

38,061 

37,399 

31,843 

Total stockholders’ equity

22,357 

22,297 

17,937 

Select Ending Balances:

Investment securities

$

41,564 

$

44,090 

$

29,999 

Total loans and leases

147,930 

140,221 

133,302 

Operating lease equipment, net

9,621 

9,323 

8,746 

Total assets

229,698 

223,720 

213,758 

Total deposits

161,578 

155,229 

145,854 

Total borrowings

36,008 

37,051 

37,654 

Total stockholders’ equity

22,238 

22,228 

21,255 

Loan to deposit ratio

91.55 

%

90.33 

%

91.39 

%

Noninterest-bearing deposits to total deposits

25.16 

24.89 

27.29 

Capital Ratios:

Total risk-based capital

13.71 

%

15.04 

%

15.75 

%

Tier 1 risk-based capital

11.91 

13.53 

13.94 

Common equity Tier 1

11.15 

12.99 

13.36 

Tier 1 leverage

9.29 

9.90 

9.83 

Select Asset Quality Metrics:

Ratio of nonaccrual loans to total loans

0.88 

%

0.84 

%

0.73 

%

Allowance for loan and lease losses to loans ratio

1.06 

1.20 

1.31 

(1)     Calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

(2)     Net interest margin (“NIM”), excluding purchase accounting accretion or amortization (“PAA”), is a non-GAAP financial measure. Refer to the “NII, NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(3) Average loan balances include loans held for sale and nonaccrual loans.

44

Financial highlights are summarized below. Further details are discussed in the “Results of Operations” and “Balance Sheet Analysis” sections of this MD&A.

Income Statement Highlights

•Net income for the current year was $2.21 billion, a decrease of $571 million or 21%, from $2.78 billion for the prior year. Net income available to common stockholders for the current year was $2.15 billion, a decrease of $567 million or 21%, from $2.72 billion for the prior year. Earnings per diluted common share for the current year was $165.24, a decrease from $189.41 for the prior year. The decrease in net income and net income available to common stockholders was due to lower NII, higher noninterest expense and provision for credit losses, partially offset by higher noninterest income and lower income tax expense, as further discussed below.

•NII for the current year was $6.81 billion, a decrease of $329 million or 5%, from $7.14 billion for the prior year. NIM for the current year was 3.25%, a decrease of 29 bps, from 3.54% for the prior year. The decreases in NII and NIM were mainly due to lower yields on loans, lower average balance and yields on interest-earning deposits at banks, and lower PAA, partially offset by the impacts of a decline in the rate paid on interest-bearing deposits and a higher average balance of loans and investment securities.

◦PAA for the current year was $251 million, a decrease of $230 million, from $481 million for the prior year. NIM, excluding PAA,(1) for the current year was 3.13%, a decrease of 17 bps, from 3.30% for the prior year.

•Noninterest income for the current year was $2.73 billion, an increase of $112 million or 4%, from $2.62 billion for the prior year, mostly due to increases in rental income on operating lease equipment of $48 million, wealth management services of $18 million, international fees of $17 million, other noninterest income of $12 million, deposit fees and service charges of $11 million, and lending related fees of $9 million, partially offset by a modest decrease in cardholder services.

•Noninterest expense for the current year was $6.06 billion, an increase of $321 million or 6% from $5.74 billion for the prior year, mostly due to increases in personnel cost of $216 million, marketing expense of $66 million, equipment expense of $51 million, third-party processing fees of $38 million, and maintenance and other operating lease expenses of $25 million, partially offset by a decrease in acquisition-related expenses of $69 million.

•Provision for credit losses for the current year was $514 million, an increase of $83 million or 19%, from $431 million for the prior year. The current year provision for credit losses included a provision for loan and lease losses of $530 million, partially offset by a benefit for off-balance sheet credit exposure of $18 million.

◦The provision for loan and lease losses for the current year was $530 million, an increase of $61 million, from $469 million for the prior year, mainly attributable to an increase in net charge-offs of $100 million, which included a charge-off of $82 million on a single supply chain finance client, partially offset by an ALLL reserve release that increased $39 million compared to the prior year. The reserve release in the current year was $110 million, compared to $71 million in the prior year. The ALLL reserve release is discussed below in the Balance Sheet Highlights.

◦The benefit for off-balance sheet credit exposure for the current year was $18 million, compared to $38 million for the prior year.

•Income tax expense for the current year was $765 million, a decrease of $50 million, from $815 million for the prior year, largely due to lower income before income taxes.

•Return on average assets for the current year was 0.96%, compared to 1.26% for the prior year due to the decrease in net income explained above.

(1) NIM, excluding PAA is a non-GAAP measure. Refer to the “NII, NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

45

Balance Sheet Highlights

•Loans and leases at December 31, 2025 were $147.93 billion, an increase of $7.71 billion or 6% from $140.22 billion at December 31, 2024. Loan growth in the Commercial Bank segment of $7.64 billion was mainly in Global Fund Banking and other industry verticals, primarily technology media and telecommunications (“TMT”) and Healthcare. Loan growth of $71 million in the General Bank segment was primarily in Wealth, SBA and Community Association Banking portfolios, partially offset by a transfer of $694 million residential mortgage loans to held for sale in December 2025.

•Investment securities at December 31, 2025 were $41.56 billion, a decrease of $2.53 billion or 6% from $44.09 billion at December 31, 2024, as maturities and sales offset the purchase of short duration available for sale U.S. treasury and agency mortgage-backed securities. Investment securities were a primary funding source for the $2.49 billion Partial Prepayment of the Purchase Money Note in December 2025.

•Deposits at December 31, 2025 were $161.58 billion, an increase of $6.35 billion or 4% from $155.23 billion at December 31, 2024. As shown in Table 2 below, the increase from December 31, 2024 was attributable to deposit growth in Corporate of $3.02 billion (which primarily includes the Direct Bank), the General Bank segment of $1.84 billion and the Commercial Bank segment of $1.51 billion. Noninterest-bearing deposits grew by $2.02 billion or 5% compared to December 31, 2024 and represented 25.2% of total deposits as of December 31, 2025, compared to 24.9% at December 31, 2024.

•Borrowings at December 31, 2025 were $36.01 billion, a decrease of $1.04 billion or 3%, from $37.05 billion at December 31, 2024. The decrease was primarily due to the 2025 Debt Redemptions with an aggregate principal amount of $2.84 billion, which includes the $2.49 billion Partial Prepayment of the Purchase Money Note, partially offset by the 2025 Debt Issuances with aggregate principal amounts totaling $1.85 billion.

•The ALLL was $1.57 billion at December 31, 2025, compared to $1.68 billion at December 31, 2024, resulting in an ALLL reserve release of $110 million in the current year, mainly driven by loan growth concentrated in capital call lines which have a lower loss rate relative to our other loan portfolios, elimination of the reserves related to Hurricane Helene, a modest shift in our weighting from the downside to baseline economic scenario (as further discussed in the “Critical Accounting Estimates” section of this MD&A), improvements in the economic outlook and credit quality, and lower specific reserves for individually evaluated loans. The ALLL reserve release was $71 million in the prior year. The ALLL as a percentage of loans was 1.06% at December 31, 2025, a decrease of 14 bps from 1.20% at December 31, 2024.

•Interest-earning deposits at banks were $19.80 billion at December 31, 2025, a decrease of $1.56 billion, compared to $21.36 billion at December 31, 2024, a function of the balance sheet trends discussed above.

•At December 31, 2025, BancShares remained well capitalized with a total risk-based capital ratio of 13.71%, a Tier 1 risk-based capital ratio of 11.91%, a CET1 ratio of 11.15% and a Tier 1 leverage ratio of 9.29%.

Funding, Liquidity and Capital Overview

Deposit Composition and Trends

We fund our business primarily through deposits. Deposits represented approximately 82% of total funding at December 31, 2025.

Table 2

Deposit Trends

dollars in millions

Deposit Balance

December 31, 2025

December 31, 2024

General Bank segment

$

74,796 

$

72,956 

Commercial Bank segment

41,532 

40,026 

Corporate and Rail segment

45,250 

42,247 

Total deposits

$

161,578 

$

155,229 

Deposit trends for the segments and Corporate at December 31, 2025 compared to December 31, 2024 are discussed below:

•Corporate deposit growth of $3.02 billion was mainly in the Direct Bank, which consists primarily of savings accounts.

•General Bank segment deposit growth of $1.84 billion was primarily concentrated in our Branch Network. Deposit growth was in money market, partially offset by lower time deposits.

•Commercial Bank segment deposit growth of $1.51 billion was mostly in Global Fund Banking. Most of the growth was in noninterest-bearing demand and money-market, partially offset by a decline in interest-bearing checking.

Total uninsured deposits were approximately $61.81 billion or 38% of total deposits at December 31, 2025 and $59.51 billion or 38% at December 31, 2024.

46

Liquidity Position

We strive to maintain a strong liquidity position and our risk appetite for liquidity is low. At December 31, 2025, we had $56.01 billion in high-quality liquid assets consisting of $19.11 billion in cash and interest-earning deposits at banks (primarily held at the FRB and $36.90 billion in high-quality liquid securities (“HQLS”). HQLS are mainly comprised of U.S. agency mortgage-backed and U.S. Treasury investment securities. Additionally, we have unused borrowing capacity with the FHLB and FRB of $17.78 billion and $12.96 billion, respectively.

In connection with the SVBB Acquisition (as defined and described in Note 2—Business Combinations), FCB and the FDIC, as lender and as collateral agent, entered into the Advance Facility Agreement (as defined and described in Note 2—Business Combinations). The draw period under the Advance Facility Agreement ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility. Subsequently, we increased our borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans historically not pledged to the FRB. Refer to the “Risk Management—Liquidity Risk” section of this MD&A for further discussion.

Also in connection with the SVBB Acquisition, FCB issued a five-year, 3.50% fixed rate Purchase Money Note (as defined in Note 2—Business Combinations), which had a carrying value of $33.39 billion at December 31, 2025. While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty. As noted above in “Executive Overview—Recent Events,” FCB made a $2.49 billion Partial Prepayment of the Purchase Money Note in December 2025 and additional prepayments of $500 million in both January and February 2026. We will continue to monitor the interest rate environment and FCB’s collateral position for the Purchase Money Note and assess whether any further voluntary prepayments are prudent considering the fixed rate of 3.50%. Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), FHLB advances, deposit growth, loan portfolio sales, and issuance of perpetual preferred stock, unsecured debt or other borrowings. At the time of any further voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of prepayment could be higher than the 3.50% rate.

Investment Securities Duration

At December 31, 2025, our investment securities portfolio primarily consisted of debt securities available for sale and held to maturity as summarized below. We manage debt security market risk by monitoring the average duration of our investment securities portfolio. The duration of our investment securities was approximately 2.7 years at December 31, 2025. The investment securities available for sale portfolio had an average duration of 2.3 years and the held to maturity portfolio had an average duration of 4.1 years. Refer to the “Balance Sheet Analysis—Interest-earning Assets—Investment Securities” section of this MD&A and Note 3—Investment Securities for further information.

Table 3

Investment Securities Summary

dollars in millions

December 31, 2025

Composition (1)

Amortized Cost

Fair Value

Fair Value to Amortized Cost

Total investment securities available for sale

78.6 

%

$

31,952 

$

31,790 

99.5 

%

Total investment securities held to maturity

21.1 

9,647 

8,491 

88.0 

Investment in marketable equity securities

0.3 

83 

127 

153.1 

Total investment securities

100 

%

$

41,682 

$

40,408 

(1) Calculated as a percentage of the total fair value of investment securities.

Capital Position

At December 31, 2025, all Regulatory Capital Ratios for BancShares and FCB exceeded the PCA well capitalized thresholds and Basel III requirements as further discussed in the “Capital” section of this MD&A.

47

RESULTS OF OPERATIONS

Net Interest Income and Net Interest Margin

NII is affected by changes in interest rates and changes in the amount and composition of interest-earning assets and interest-bearing liabilities. Interest income and expense and the respective yields and rates include amortization of premiums, accretion of discounts, and impacts from hedging activities.

The following tables present the average balances of interest-earning assets and interest-bearing liabilities with the associated yields and rates, interest income and expense, and changes therein due to changes in volume and yields or rates. Changes in interest income and expense due to changes in (i) volume (average balances of interest-earning assets and interest-bearing liabilities) and (ii) yields or rates are based on the following:

•The change in NII due to volume is calculated as the change in average balance multiplied by the yield or rate from the prior period.

•The change in NII due to yield or rate is calculated as the change in yield or rate multiplied by the average balance from the prior period.

•The change in NII due to changes in both volume and yield or rate (i.e., portfolio mix) is calculated as the change in rate multiplied by the change in volume. This component is allocated between the changes due to volume and yield or rate based on the ratio each component bears to the absolute dollar amounts of their total.

•Tax equivalent NII was not materially different from NII, therefore we present NII in our analysis.

48

Table 4

Average Balances, Yields and Rates, NII, and NIM

dollars in millions

Average Balance

Yield / Rate

Interest Income / Expense

Year Ended

Increase (Decrease)

Year Ended

Year Ended

Increase (Decrease) due to:

Dec 31, 2025

Dec 31, 2024

Dec 31, 2025

Dec 31, 2024

Increase (decrease) bps

Dec 31, 2025

Dec 31, 2024

Increase (Decrease)

Volume(1)

Yield /Rate(1)

Loans and leases (1) (2)

$

141,934 

$

136,026 

$

5,908 

4 

%

6.41 

%

7.00 

%

(59)

$

9,096 

$

9,528 

$

(432)

$

400 

$

(832)

Investment securities

44,160 

37,029 

7,131 

19 

3.80 

3.60 

20

1,678 

1,334 

344 

268 

76 

Securities purchased under agreements to resell

272 

247 

25 

10 

4.25 

5.18 

(93)

12 

13 

(1)

1 

(2)

Interest-earning deposits at banks

23,292 

28,276 

(4,984)

(18)

4.26 

5.23 

(97)

992 

1,478 

(486)

(237)

(249)

Total interest-earning assets (2)

$

209,658 

$

201,578 

$

8,080 

4 

5.61 

6.12 

(51)

$

11,778 

$

12,353 

$

(575)

$

432 

$

(1,007)

Noninterest-earning assets

19,608 

18,222 

1,386 

8 

Total assets

$

229,266 

$

219,800 

$

9,466 

4 

Interest-bearing deposits

Checking with interest

$

23,447 

$

24,199 

$

(752)

(3)

%

1.68 

%

2.17 

%

(49)

$

394 

$

526 

$

(132)

$

(16)

$

(116)

Money market

38,493 

33,107 

5,386 

16 

2.77 

3.11 

(34)

1,066 

1,031 

35 

157 

(122)

Savings

45,936 

38,997 

6,939 

18 

3.68 

4.26 

(58)

1,692 

1,663 

29 

273 

(244)

Time deposits

11,592 

15,202 

(3,610)

(24)

3.51 

4.23 

(72)

407 

644 

(237)

(138)

(99)

Total interest-bearing deposits

119,468 

111,505 

7,963 

7 

2.98 

3.47 

(49)

3,559 

3,864 

(305)

276 

(581)

Borrowings:

Securities sold under customer repurchase agreements

401 

392 

9 

3 

0.53 

0.51 

2

2 

2 

— 

— 

— 

Senior unsecured borrowings

460 

292 

168 

58 

5.22 

2.63 

259

24 

8 

16 

6 

10 

Subordinated debt

1,391 

889 

502 

56 

4.84 

3.18 

166

68 

29 

39 

20 

19 

Other borrowings

35,809 

35,826 

(17)

— 

3.66 

3.65 

1

1,311 

1,307 

4 

(1)

5 

Long-term borrowings

37,660 

37,007 

653 

2 

3.72 

3.63 

9

1,403 

1,344 

59 

25 

34 

Total borrowings

38,061 

37,399 

662 

2 

3.69 

3.60 

9

1,405 

1,346 

59 

25 

34 

Total interest-bearing liabilities

$

157,529 

$

148,904 

$

8,625 

6 

3.15 

3.50 

(35)

$

4,964 

$

5,210 

$

(246)

$

301 

$

(547)

Noninterest-bearing liabilities

$

49,380 

$

48,599 

$

781 

2 

Stockholders' equity

22,357 

22,297 

60 

— 

Total liabilities and stockholders’ equity

$

229,266 

$

219,800 

$

9,466 

4 

Net interest spread (2)

2.46 

%

2.62 

%

(16)

Net interest margin and net interest income (2)

3.25 

%

3.54 

%

(29)

$

6,814 

$

7,143 

$

(329)

((1) Loans and leases include nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees.

(2)    The average balances and yields for loans and leases are calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

49

NII and NIM

The table above quantifies the increases or decreases for the current year compared to the prior year for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields earned and rates paid. The main reasons for the increases and decreases are explained below:

•NII for the current year was $6.81 billion, a decrease of $329 million or 5%, from $7.14 billion for the prior year. NII, excluding PAA,(1) was $6.56 billion for the current year, a decrease of $99 million, from $6.66 billion for the prior year. The main reasons for the decreases in NII and NII, excluding PAA,(1) are explained below:

◦Interest income on interest-earning deposits at banks for the current year was $992 million, a decrease of $486 million or 33%, from $1.48 billion for the prior year, due to a decline in the federal funds rate and a lower average balance.

◦Interest income on loans and leases for the current year was $9.10 billion, a decrease of $432 million or 5%, from $9.53 billion for the prior year, mainly due to a lower yield and lower loan PAA, partially offset by the impact of a higher average balance.

•Interest income on loans and leases, excluding loan PAA,(1) was $8.81 billion for the current year, a decrease of $216 million, from $9.02 billion for the prior year.

•Loan PAA was $289 million in the current year, a decrease of $216 million, from $505 million for the prior year.

◦Interest income on investment securities (including securities purchased under agreements to resell) for the current year was $1.69 billion, an increase of $343 million or 26%, from $1.35 billion for the prior year, mainly due to a higher average balance and a higher yield.

◦Interest expense on interest-bearing deposits for the current year was $3.56 billion, a decrease of $305 million or 8%, from $3.86 billion for the prior year, as a lower rate paid was partially offset by the impact of a higher average balance.

◦Interest expense on borrowings for the current year was $1.41 billion, an increase of $59 million or 4%, from $1.35 billion for the prior year, primarily due to a higher rate paid and a higher average balance, reflecting the 2025 Debt Issuances.

•NIM for the current year was 3.25%, a decrease of 29 bps, from 3.54% for the prior year. The decline in NIM was mainly due to lower yields on loans, lower average balance and yields on interest-earning deposits at banks, and lower PAA, partially offset by the impacts of a decline in the rate paid on interest-bearing deposits and a higher average balance of loans and investment securities. NIM, excluding PAA,(1) was 3.13% for the current year, a decrease of 17 bps, from 3.30% for the prior year.

◦The yield on average interest-earning assets for the current year was 5.61%, a decrease of 51 bps, from 6.12% for the prior year, mainly due to a decline in yield on loans and interest-earning deposits at banks, as well as lower loan PAA, partially offset by a higher yield on investment securities.

◦The rate paid on average interest-bearing liabilities for the current year was 3.15%, a decrease of 35 bps, from 3.50% for the prior year, primarily due to a lower rate paid on interest-bearing deposits, partially offset by the impacts of a higher average balance of interest-bearing deposits, and a higher average balance and rate paid for borrowings as a result of the 2025 Debt Issuances.

(1) Refer to the “NII, NIM, and Interest Income on Loans and Leases, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

Refer to the “Executive Overview—Financial Performance Summary—Balance Sheet Highlights,” “Balance Sheet Analysis—Interest-earning Assets,” and “Balance Sheet Analysis—Interest-bearing Liabilities” sections of this MD&A for discussions of balance sheet trends that impact average interest-earning assets, average interest-bearing liabilities, and the related yields and rates paid.

50

Table 5

Average Balances, Yields and Rates, NII, and NIM

dollars in millions

Average Balance

Yield / Rate

Interest Income / Expense

Year Ended

Increase (Decrease)

Year Ended

Year Ended

Increase (Decrease) due to:

Dec 31, 2024

Dec 31, 2023

Dec 31, 2024

Dec 31, 2023

Increase (decrease) bps

Dec 31, 2024

Dec 31, 2023

Increase (Decrease)

Volume(1)

Yield /Rate(1)

Loans and leases (1) (2)

$

136,026 

$

117,708 

$

18,318 

16 

%

7.00 

%

6.95 

%

5

$

9,528 

$

8,187 

$

1,341 

$

1,278 

$

63 

Investment securities

37,029 

23,112 

13,917 

60 

3.60 

2.77 

83

1,334 

640 

694 

462 

232 

Securities purchased under agreements to resell

247 

161 

86 

53 

5.18 

5.20 

(2)

13 

8 

5 

5 

— 

Interest-earning deposits at banks

28,276 

29,790 

(1,514)

(5)

5.23 

5.22 

1

1,478 

1,556 

(78)

(79)

1 

Total interest-earning assets (2)

$

201,578 

$

170,771 

$

30,807 

18 

6.12 

6.08 

4

$

12,353 

$

10,391 

$

1,962 

$

1,666 

$

296 

Noninterest-earning assets

18,222 

23,510 

(5,288)

(22)

Total assets

$

219,800 

$

194,281 

$

25,519 

13 

Interest-bearing deposits

Checking with interest

$

24,199 

$

22,296 

$

1,903 

9 

2.17 

%

1.80 

%

37

$

526 

$

402 

$

124 

$

36 

$

88 

Money market

33,107 

27,583 

5,524 

20 

3.11 

2.24 

87

1,031 

618 

413 

140 

273 

Savings

38,997 

26,104 

12,893 

49 

4.26 

3.69 

57

1,663 

963 

700 

532 

168 

Time deposits

15,202 

14,947 

255 

2 

4.23 

3.44 

79

644 

514 

130 

10 

120 

Total interest-bearing deposits

111,505 

90,930 

20,575 

23 

3.47 

2.75 

72

3,864 

2,497 

1,367 

718 

649 

Borrowings:

Securities sold under customer repurchase agreements

392 

455 

(63)

(14)

0.51 

0.35 

16

2 

2 

— 

— 

— 

Short-term FHLB borrowings

— 

108 

(108)

(100)

— 

4.79 

(479)

— 

5 

(5)

(6)

1 

Short-term borrowings

392 

563 

(171)

(30)

0.51 

1.20 

(69)

2 

7 

(5)

(6)

1 

FHLB borrowings

— 

2,307 

(2,307)

(100)

— 

5.22 

(522)

— 

120 

(120)

(74)

(46)

Senior unsecured borrowings

292 

608 

(316)

(52)

2.63 

2.21 

42

8 

14 

(6)

(8)

2 

Subordinated debt

889 

1,043 

(154)

(15)

3.18 

3.65 

(47)

29 

39 

(10)

(5)

(5)

Other borrowings

35,826 

27,322 

8,504 

31 

3.65 

3.67 

(2)

1,307 

1,002 

305 

310 

(5)

Long-term borrowings

37,007 

31,280 

5,727 

18 

3.63 

3.75 

(12)

1,344 

1,175 

169 

223 

(54)

Total borrowings

37,399 

31,843 

5,556 

17 

3.60 

3.71 

(11)

1,346 

1,182 

164 

217 

(53)

Total interest-bearing liabilities

$

148,904 

$

122,773 

$

26,131 

21 

3.50 

3.00 

50

$

5,210 

$

3,679 

$

1,531 

$

935 

$

596 

Noninterest-bearing liabilities

$

48,599 

$

53,571 

$

(4,972)

(9)

Stockholders' equity

22,297 

17,937 

4,360 

24 

Total liabilities and stockholders’ equity

$

219,800 

$

194,281 

$

25,519 

13 

Net interest spread (2)

2.62 

%

3.08 

%

(46)

Net interest margin and net interest income (2)

3.54 

%

3.92 

%

(38)

$

7,143 

$

6,712 

$

431 

((1) Loans and leases include nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees.

(2)    The average balances and yields for loans and leases are calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

51

The following table shows the types of average interest-earning assets as a percentage of total average interest-earning assets.

Table 6

Average Interest-earning Asset Mix

Year Ended December 31,

2025

2024

2023

Loans and leases

68 

%

68 

%

69 

%

Investment securities

21 

18 

14 

Interest-earning deposits at banks

11 

14 

17 

Total interest-earning assets

100 

%

100 

%

100 

%

The following table shows the average interest-bearing liabilities as a percentage of total average interest-bearing liabilities.

Table 7

Average Interest-bearing Liability Mix

Year Ended December 31,

2025

2024

2023

Total interest-bearing deposits

76 

%

75 

%

74 

%

Long-term borrowings

24 

25 

26 

Total interest-bearing liabilities

100 

%

100 

%

100 

%

Provision for Credit Losses

Table 8

Provision for Credit Losses

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

2025

2024

2023

Day 2 Provision for Loan and Lease Losses (1)

$

— 

$

— 

$

462 

$

— 

— 

%

Provision for loan and lease losses

530 

469 

703 

61 

14 

Total provision for loan and lease losses

530 

469 

1,165 

61 

14 

Day 2 Provision for Off-Balance Sheet Credit Exposure (1)

— 

— 

254 

— 

— 

Benefit for off-balance sheet credit exposure

(18)

(38)

(44)

20 

52 

Total (benefit) provision for off-balance sheet credit exposure

(18)

(38)

210 

20 

52 

Provision for other receivables

2 

— 

— 

2 

100 

Provision for credit losses

$

514 

$

431 

$

1,375 

$

83 

19 

%

(1) As defined and described in Note 6—Allowance for Loan and Lease Losses

The provision for credit losses for the current year was $514 million, an increase of $83 million or 19%, from $431 million for the prior year. The current year provision for credit losses included a provision for loan and lease losses of $530 million, partially offset by a benefit for off-balance sheet credit exposure of $18 million.

•The provision for loan and lease losses for the current year was $530 million, an increase of $61 million, from $469 million for the prior year, mainly attributable to an increase in net charge-offs of $100 million, which included a charge-off of $82 million on a single supply chain finance client, partially offset by an increase in the ALLL reserve release in the current year of $39 million as a result of a $110 million reserve release in the current year, compared to a $71 million reserve release in the prior year.

◦The ALLL was $1.57 billion at December 31, 2025, compared to $1.68 billion at December 31, 2024. The decrease of $110 million was mainly driven by loan growth concentrated in capital call lines which have a lower loss rate relative to our other loan portfolios, elimination of the reserves related to Hurricane Helene, a modest shift in our weighting from the downside to baseline economic scenario (as further discussed in the “Critical Accounting Estimates” section of this MD&A), improvements in the economic outlook and credit quality, and lower specific reserves for individually evaluated loans.

•The benefit for off-balance sheet credit exposure for the current year was $18 million, a decrease of $20 million, compared to $38 million for the prior year. The lower benefit of $20 million was mostly due to trends in the volume of unfunded commitments, partially offset by a modest shift in our weighting from the downside to baseline economic scenario as further discussed in the “Critical Accounting Estimates” section of this MD&A.

The ALLL and net charge-offs are further discussed in the “Risk Management—Credit Risk” section of this MD&A and in Note 6—Allowance for Loan and Lease Losses.

52

Noninterest Income

The following table presents noninterest income:

Table 9

Noninterest Income

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

2025

2024

2023

Rental income on operating lease equipment

$

1,096 

$

1,048 

$

971 

$

48 

5 

%

Lending-related fees

266 

257 

218 

9 

3 

Deposit fees and service charges

241 

230 

200 

11 

5 

Client investment fees

217 

213 

157 

4 

2 

Wealth management services

229 

211 

188 

18 

8 

International fees

136 

119 

91 

17 

14 

Factoring commissions

73 

75 

82 

(2)

(2)

Cardholder services, net

158 

163 

139 

(5)

(3)

Merchant services, net

52 

49 

48 

3 

4 

Insurance commissions

53 

55 

54 

(2)

(2)

Realized gain (loss) on sale of investment securities, net

3 

6 

(26)

(3)

(46)

Fair value adjustment on marketable equity securities, net

22 

13 

(11)

9 

70 

Gain on sale of leasing equipment, net

30 

30 

20 

— 

— 

Gain on acquisition

— 

— 

9,808 

— 

— 

Loss on extinguishment of debt

(9)

(2)

— 

(7)

(351)

Other noninterest income

160 

148 

136 

12 

8 

Total noninterest income

$

2,727 

$

2,615 

$

12,075 

$

112 

4 

%

Noninterest income for the current year was $2.73 billion. The main reasons for the increase of $112 million, or 4%, from $2.62 billion for the prior year, are discussed below:

•The increase in rental income on operating lease equipment of $48 million was mainly the result of growth in the railcar portfolio.

•The increase in wealth management services of $18 million was largely due to growth in assets under management.

•The increase in international fees of $17 million reflected higher volumes and commissions on foreign currency exchange transactions.

•The increase in other noninterest income of $12 million was largely due to a increases in income on tax credit investments, the favorable change in the fair value of non-marketable equity securities, and mortgage-related income, partially offset by lower derivative income and a write-down of a held for sale asset in the current year.

•The increase in deposit fees and service charges of $11 million was mostly due to higher customer activity and increased transactions due to deposit growth.

53

Noninterest Expense

The following table presents noninterest expense:

Table 10

Noninterest Expense

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

2025

2024

2023

Depreciation on operating lease equipment

$

398 

$

394 

$

371 

$

4 

1 

%

Maintenance and other operating lease expenses

244 

219 

222 

25 

12 

Personnel cost

3,294 

3,078 

2,636 

216 

7 

Net occupancy expense

238 

242 

244 

(4)

(1)

Equipment expense

555 

504 

422 

51 

10 

Professional fees

115 

121 

71 

(6)

(4)

Third-party processing fees

268 

230 

205 

38 

17 

FDIC insurance expense

141 

138 

158 

3 

2 

Marketing expense

142 

76 

102 

66 

86 

Acquisition-related expenses

141 

210 

470 

(69)

(33)

Intangible asset amortization

54 

63 

57 

(9)

(15)

Other noninterest expense

466 

460 

377 

6 

2 

Total noninterest expense

$

6,056 

$

5,735 

$

5,335 

$

321 

6 

%

Noninterest expense for the current year was $6.06 billion. The main reasons for the increase of $321 million, or 6%, from $5.74 billion for the prior year, are discussed below:

•The increase in personnel cost of $216 million was mainly due to higher salaries reflecting net staff additions, annual merit increases, promotions, and higher employee benefit costs, partially offset by lower incentive compensation..

•The decrease in acquisition-related expenses of $69 million is summarized in Table 11 below.

•The increase in marketing expense of $66 million was primarily due to marketing for Direct Bank deposits.

•The increase in equipment expense of $51 million was mostly due to higher software-related costs as we continue to scale our technology platforms.

•The increase of $38 million in third-party processing fees was due to higher transaction volume and additional services as we continue to transition to more cloud-based computing services.

•The increase of $25 million in maintenance and other operating lease expenses reflect timing and the number of railcars coming on or off lease as well as asset condition. Refer to the “Results by Segment—Rail” section of this MD&A.

Table 11

Acquisition-related Expenses

dollars in millions

Year Ended December 31,

2025

2024

2023

Personnel cost

$

57 

$

78 

$

275 

Professional fees

77 

109 

92 

Asset impairment

— 

9 

67 

Other acquisition-related expense

7 

14 

36 

Total acquisition-related expense

$

141 

$

210 

$

470 

Acquisition-related personnel cost primarily includes severance and retention costs for employees associated with business combinations. These amounts are recognized over the requisite service period, if any.

Acquisition-related professional fees mainly include consulting, legal and accounting costs associated with business combinations and the related integration, optimization, and business process reengineering, including enhancements to technology. These amounts are expensed as incurred.

54

Income Taxes

Table 12

Income Tax Data

dollars in millions

Year Ended December 31,

2025

2024

2023

Income before income taxes

$

2,971 

$

3,592 

$

12,077 

Income tax expense

$

765 

$

815 

$

611 

Effective income tax rate

25.7 

%

22.7 

%

5.1 

%

The effective income tax rate (“ETR”) was 25.7% for the current year compared to 22.7% for the prior year. The increase for the current year ETR compared to the prior year was primarily due to the prior year U.S. federal and state provision to return benefit coupled with the revaluation of deferred taxes.

The ETR is impacted by a number of factors, including the relative mix of domestic, state, and international earnings, effects of changes in enacted tax laws, adjustments to valuation allowances, and discrete items. The ETR in future periods may vary from the current year ETR due to changes in these factors.

BancShares monitors and evaluates the potential impact of current events on the estimates used to establish income tax expense and income tax liabilities. On a periodic basis, we evaluate our income tax positions based on current tax law and positions taken by various tax auditors within the jurisdictions where BancShares is required to file income tax returns, as well as potential or pending audits or assessments by tax auditors. Refer to Note 19—Income Taxes for additional information.

RESULTS BY SEGMENT

We made Segment Reporting Updates during 2025 as discussed in Note 1—Significant Accounting Policies and Basis of Presentation and in the “Executive Overview—Recent Events” section earlier in this MD&A. Segment disclosures for the 2024 and 2023 periods included in this Form 10-K were recast to reflect the changes.

BancShares’ segments at December 31, 2025 include the General Bank, the Commercial Bank, and Rail. All other financial information not included in the segments is reported in the Corporate section of the segment disclosures. Under our segment expense allocation methodology, allocated expenses increase noninterest expense of the applicable segment(s), with an offsetting decrease to Corporate noninterest expense. “All other noninterest expense” in the segment reporting tables below includes the effect of allocated expenses, resulting in a reduction to expense (or “Contra Expense”) for Corporate.

Refer to Note 21—Segment Information for descriptions of segment products and services.

55

General Bank

Table 13

General Bank: Financial Data

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

Earnings Summary

2025

2024

2023

Net interest income

$

3,299 

$

2,951 

$

2,560 

$

348 

12 

%

Total noninterest income

664 

612 

526 

52 

9 

Total revenue

3,963 

3,563 

3,086 

400 

11 

Personnel cost

838 

783 

734 

55 

7 

All other noninterest expense

1,493 

1,342 

1,259 

151 

11 

Total noninterest expense

2,331 

2,125 

1,993 

206 

10 

Provision for credit losses

77 

135 

53 

(58)

(43)

Income before income taxes

1,555 

1,303 

1,040 

252 

19 

Income tax expense

380 

362 

279 

18 

5 

Net income

$

1,175 

$

941 

$

761 

$

234 

25 

Select Period End Balances

Loans and leases

$

64,958 

$

64,887 

$

61,245 

$

71 

— 

%

Deposits

74,796 

72,956 

68,507 

1,840 

3 

General Bank segment net income for the current year increased $234 million compared to the prior year, primarily due to higher NII, lower provision for credit losses, and higher noninterest income, partially offset by increases in personnel cost and all other noninterest expense.

•The $348 million increase in NII was mainly due to loan growth and a lower rate paid on interest-bearing deposits, partially offset by the impact of deposit growth.

•The $58 million decrease in provision for credit losses reflects the ALLL build during the prior year, the elimination of reserves related to Hurricane Helene in the current year, and the modest shift in our weighting from the downside to baseline economic scenario as further discussed in the “Critical Accounting Estimates” section of this MD&A.

•The $52 million increase in total noninterest income was mostly due to increases in wealth management services, deposit fees and service charges, and cardholder services.

•The $151 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

•The $55 million increase in personnel cost was largely due to annual merit increases and promotions.

General Bank segment loans were $64.96 billion at December 31, 2025, an increase of $71 million compared to $64.89 billion at December 31, 2024, as growth in the Wealth, SBA, and Community Association Banking portfolios was mostly offset by a transfer of $694 million residential mortgage loans to held for sale in December 2025.

The General Bank segment mainly includes deposits in our Branch Network, which deploys a relationship-based approach to deposit gathering. General Bank segment deposits were $74.80 billion at December 31, 2025, an increase of $1.84 billion compared to $72.96 billion at December 31, 2024, as growth was primarily concentrated in our Branch Network. Deposit growth was in money market, partially offset by lower time deposits.

56

Commercial Bank

Table 14

Commercial Bank: Financial Data

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

Earnings Summary

2025

2024

2023

Net interest income

$

3,205 

$

3,403 

$

2,682 

$

(198)

(6)

%

Noninterest Income

Rental income on operating lease equipment

219 

227 

231 

(8)

(4)

All other noninterest income

906 

882 

756 

24 

3 

Total noninterest income

1,125 

1,109 

987 

16 

1 

Total revenue

4,330 

4,512 

3,669 

(182)

(4)

Noninterest Expense

Personnel cost

737 

741 

599 

(4)

— 

Depreciation on operating lease equipment

175 

185 

179 

(10)

(6)

All other noninterest expense

1,686 

1,626 

1,468 

60 

4 

Total noninterest expense

2,598 

2,552 

2,246 

46 

2 

Provision for credit losses

437 

296 

606 

141 

48 

Income before income taxes

1,295 

1,664 

817 

(369)

(22)

Income tax expense

320 

442 

213 

(122)

(28)

Net income

$

975 

$

1,222 

$

604 

$

(247)

(20)

Select Period End Balances

Loans and leases

$

82,910 

$

75,272 

$

72,034 

$

7,638 

10 

%

Operating lease equipment, net

739 

750 

780 

(11)

(1)

Deposits

41,532 

40,026 

38,179 

1,506 

4 

Table 15

Reconciliation of Net Rental Income on Operating Lease Equipment (non-GAAP)

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

2025

2024

2023

Rental income on operating leases (GAAP)

$

219 

$

227 

$

231 

$

(8)

(4)

%

Less: depreciation on operating lease equipment

175 

185 

179 

(10)

(6)

Net rental income on operating lease equipment (non-GAAP) (1)

$

44 

$

42 

$

52 

$

2 

5 

(1)    Net rental income on operating lease equipment is a non-GAAP measure. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

Commercial Bank segment net income for the current year decreased $247 million compared to the prior year, primarily due to lower NII, higher provision for credit losses, and higher all other noninterest expense, partially offset by lower income tax expense and higher noninterest income.

•The $198 million decrease in NII was mostly due to a lower loan yield, partially offset by loan growth and lower deposit cost.

•The $141 million increase in provision for credit losses was mainly due to higher net charge-offs in the current year (largely due to the previously discussed $82 million charge-off on a single supply chain finance client), the impact of loan growth, and a higher benefit for off-balance sheet credit exposure in the prior year, partially offset by the modest shift in our weighting from the downside to baseline economic scenario as further discussed in the “Critical Accounting Estimates” section of this MD&A.

•The $60 million increase in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

•The $16 million increase in total noninterest income was largely due to higher international fees, client investment fees and lending-related fees, partially offset by lower rental income on operating lease equipment.

•The $10 million decline in depreciation on operating lease equipment was partially offset by a decrease of $8 million in rental income on operating leases, resulting in a $2 million increase in net rental income on operating lease equipment (1) (refer to the footnote to table above).

The increase of $7.64 billion in loans was mainly due to Global Fund Banking and other industry verticals, primarily TMT and Healthcare. The increase of $1.51 billion in deposits was mainly due to growth in Global Fund Banking. Most of the growth was in noninterest-bearing demand and money market, partially offset by a decline in checking with interest.

57

Rail

Table 16

Rail: Financial Data

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

Earnings Summary

2025

2024

2023

Net interest expense

$

(213)

$

(186)

$

(141)

$

(27)

14 

%

Noninterest Income

Rental income on operating lease equipment

877 

821 

740 

56 

7 

All other noninterest income

16 

14 

5 

2 

8 

Total noninterest income

893 

835 

745 

58 

7 

Total revenue

680 

649 

604 

31 

5 

Noninterest Expense

Personnel cost

26 

25 

22 

1 

3 

Depreciation on operating lease equipment

223 

209 

192 

14 

7 

Maintenance and other operating lease expenses

244 

219 

222 

25 

11 

All other noninterest expense

72 

59 

50 

13 

23 

Total noninterest expense

565 

512 

486 

53 

10 

Income before income taxes

115 

137 

118 

(22)

(16)

Income tax expense

28 

36 

31 

(8)

(23)

Net income

$

87 

$

101 

$

87 

$

(14)

(14)

Select Period End Balances

Loans and leases

$

62 

$

62 

$

23 

$

— 

— 

%

Operating lease equipment, net

8,882 

8,573 

7,966 

309 

4 

Deposits

2 

18 

13 

(16)

(89)

Table 17

Reconciliation of Net Rental Income on Operating Lease Equipment (non-GAAP)

dollars in millions

Year Ended December 31,

Increase (Decrease)

2025 v 2024

2025

2024

2023

Rental income on operating leases (GAAP)

$

877 

$

821 

$

740 

$

56 

7 

%

Less: depreciation on operating lease equipment

223 

209 

192 

14 

7 

Less: maintenance and other operating lease expenses

244 

219 

222 

25 

11 

Net rental income on operating lease equipment (non-GAAP) (1)

$

410 

$

393 

$

326 

$

17 

4 

(1)    Net rental income on operating lease equipment is a non-GAAP measure. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

Rail segment net income for the current year decreased $14 million compared to the prior year, mostly due to higher net interest expense (“NIE”) and higher total noninterest expense, partially offset by higher rental income on operating lease equipment.

•The $27 million increase in NIE was primarily due to higher funding costs, reflective of the increase in operating lease equipment.

•The $13 million increase in all other noninterest expense was primarily due to a charge related to a vendor dispute.

•Depreciation on operating lease equipment increased $14 million, reflective of growth in operating lease equipment, and maintenance and other operating lease expenses increased $25 million. Maintenance and other operating lease expenses tend to be variable due to timing and the number of railcars coming on or off lease as well as asset condition.

•The $56 million increase in rental income on operating lease equipment reflected portfolio growth and strong repricing.

•Net rental income on operating lease equipment (1) (see footnote to table above) increased $17 million as the increase in rental income on operating leases was partially offset by higher depreciation and maintenance on operating lease equipment.

58

Railcar Portfolio

Our fleet is diverse and the average re-pricing of equipment upon lease maturities was 117% of the average prior or expiring lease rate during the fourth quarter. Railcar utilization, including commitments to lease, was 96.2% at December 31, 2025, compared to 97.6% at December 31, 2024.

Rail segment customers include all of the U.S. and Canadian Class I railroads (i.e., railroads with annual revenues of approximately $500 million and greater) and other railroads, as well as manufacturers and commodity shippers. Our total operating lease fleet at December 31, 2025 consisted of approximately 128,400 railcars and locomotives.

The following tables reflect the proportion of railcars by type based on units and net investment, and rail operating lease equipment by obligor industry:

Table 18

Operating Lease Railcar Portfolio by Type (units and net investment)

December 31, 2025

December 31, 2024

December 31, 2023

Railcar Type

Total Owned

Fleet - % Total Units

Total Owned

Fleet - % Total

Net Investment

Total Owned

Fleet - % Total Units

Total Owned

Fleet - % Total

Net Investment

Total Owned

Fleet - % Total Units

Total Owned

Fleet - % Total

Net Investment

Covered hoppers

45 

%

41 

%

45 

%

42 

%

45 

%

42 

%

Tank cars

28 

39 

27 

38 

27 

38 

Mill/ coil gondolas

8 

6 

8 

6 

8 

7 

Coal

6 

1 

7 

1 

7 

1 

Boxcars

5 

5 

6 

6 

6 

6 

Other

8 

8 

7 

7 

7 

6 

Total

100 

%

100 

%

100 

%

100 

%

100 

%

100 

%

Table 19

Rail Operating Lease Equipment by Obligor Industry

dollars in millions

December 31, 2025

December 31, 2024

December 31, 2023

Manufacturing

$

3,782 

43 

%

$

3,467 

40 

%

$

3,281 

41 

%

Rail

2,047 

23 

2,003 

23 

1,889 

24 

Wholesale

1,554 

18 

1,505 

18 

1,217 

15 

Oil and gas extraction / services

487 

5 

583 

7 

573 

7 

Energy and utilities

206 

2 

239 

3 

230 

3 

Other

806 

9 

776 

9 

776 

10 

Total

$

8,882 

100 

%

$

8,573 

100 

%

$

7,966 

100 

%

59

Corporate

Table 20

Corporate: Financial Data

dollars in millions

Year Ended December 31,

Increase (Decrease)

Year to Date

Earnings Summary

2025

2024

2023

Net interest income

$

523 

$

975 

$

1,611 

$

(452)

(46)

%

Total noninterest income

45 

59 

9,817 

(14)

(25)

Total revenue

568 

1,034 

11,428 

(466)

(45)

Personnel cost

1,693 

1,529 

1,281 

164 

11 

Acquisition-related expenses

141 

210 

470 

(69)

(33)

All other noninterest expense

(1,272)

(1,193)

(1,141)

(79)

(7)

Total noninterest expense

562 

546 

610 

16 

3 

Provision for credit losses

— 

— 

716 

— 

— 

Income before income taxes

6 

488 

10,102 

(482)

(99)

Income tax expense (benefit)

37 

(25)

88 

62 

247 

Net (loss) income

$

(31)

$

513 

$

10,014 

$

(544)

(106)

Select Period End Balances

Deposits

45,248 

42,229 

39,155 

3,019 

7 

%

Corporate net income for the current year decreased $544 million compared to the prior year, primarily reflecting lower NII, higher personnel cost, and higher income tax expense, partially offset by lower all other noninterest expense and acquisition-related expenses.

•The $452 million decrease in NII was mainly due to the impacts of a lower average balance of interest-earning deposits at banks, a higher average balance of interest-bearing deposits, and lower loan PAA, partially offset by the impacts of a higher average balance of investment securities and a lower rate paid on interest-bearing deposits.

•The $164 million increase in personnel cost was mainly due to annual merit increases and promotions, as well as net staff additions.

•The $79 million decrease in all other noninterest expense was spread amongst various accounts, including allocated expenses. Refer to the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A for further information regarding trends in consolidated noninterest expense.

•Components of the $69 million decrease in acquisition-related expenses are presented in Table 11 in the “Noninterest Expense” discussion in the “Results of Operations” section of this MD&A.

Corporate deposits were $45.25 billion at December 31, 2025, an increase of $3.02 billion compared to $42.23 billion at December 31, 2024, due to growth in Direct Bank deposits. Total deposits in Corporate primarily include $44.80 billion of Direct Bank deposits, the vast majority of which are savings accounts, along with time deposits.

BALANCE SHEET ANALYSIS

The following discussion provides additional information about the major components of our balance sheet. Information regarding our ALLL is included in the “Risk Management—Credit Risk—ALLL” and “Critical Accounting Estimates” sections of this MD&A and in Note 6—Allowance for Loan and Lease Losses. Information regarding our capital and regulatory capital is included in the “Capital” section of this MD&A.

Interest-earning Assets

Interest-earning assets include interest-earning deposits at banks, securities purchased under agreements to resell, investment securities, loans held for sale, and loans and leases, all of which reflect varying interest rates based on the risk level and repricing characteristics of the underlying asset. Higher-risk investments typically carry a higher interest rate, but could expose us to higher levels of market and/or credit risk. We strive to maintain a high level of interest-earning assets relative to total assets.

60

Interest-earning Deposits at Banks

Interest-earning deposits at banks are primarily comprised of interest-earning deposits at the FRB. Interest-earning deposits at banks as of December 31, 2025 totaled $19.80 billion, a decrease of $1.56 billion or 7% from $21.36 billion at December 31, 2024. The decrease from December 31, 2024 is a function of the balance sheet trends discussed above in “Executive Overview—Financial Performance Summary—Balance Sheet Highlights.”

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell at December 31, 2025 totaled $232 million, an increase of $74 million from $158 million at December 31, 2024.

Investment Securities

The primary objective of the investment portfolio is to generate incremental income by deploying excess funds into securities that have minimal liquidity risk and low to moderate interest rate risk and credit risk. Other objectives include acting as a stable source of liquidity, serving as a tool for asset and liability management and maintaining an interest rate risk profile compatible with our objectives. Changes in the total balance of our investment securities portfolio result from trends in balance sheet funding and market performance. Generally, when inflows arising from deposit and treasury services products exceed loan and lease demand, we invest excess funds into the securities portfolio or into interest-earning deposits at banks. Conversely, when loan demand exceeds growth in deposits and short-term borrowings, we allow interest-earning deposits at banks to decline and use proceeds from maturing securities and prepayments to fund loan growth. Refer to Note 3—Investment Securities and “Funding, Liquidity and Capital Overview” in the “Executive Overview” section of this MD&A for additional disclosures regarding investment securities.

The carrying value of investment securities at December 31, 2025 totaled $41.56 billion, a decrease of $2.53 billion or 6% from $44.09 billion at December 31, 2024. The decrease mainly resulted from maturities, sales, and prepayments totaling $17.82 billion, partially offset by purchases of $14.36 billion, which were primarily short duration available for sale U.S. treasury and agency mortgage-backed securities. Investment securities were a primary funding source for the $2.49 billion Partial Prepayment of the Purchase Money Note in December 2025, which contributed to the decrease in investment securities.

Our portfolio of investment securities available for sale consists of mortgage-backed securities issued by government agencies and government sponsored entities, U.S. Treasury securities, corporate bonds, and municipal bonds. Investment securities available for sale are reported at fair value and unrealized gains and losses are included as a component of AOCI, net of deferred taxes. As of December 31, 2025, investment securities available for sale had a pretax net unrealized loss of $162 million, compared to $762 million as of December 31, 2024, primarily reflecting changes in interest rates. The fair value of investment securities is impacted by interest rates, credit spreads, market volatility and liquidity conditions. The fair value of the investment securities portfolio generally increases when interest rates decrease or when credit spreads tighten. Given the consistently strong credit rating of the U.S. Treasury, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, no allowance for credit loss was required as of December 31, 2025. For corporate bonds, we analyzed the changes in interest rates relative to when the investment securities were purchased or acquired, and considered other factors including changes in credit ratings, delinquencies, and other macroeconomic factors. We determined no allowance for credit loss was required as of December 31, 2025.

Our portfolio of investment securities held to maturity consists of U.S. Treasury and government agency mortgage-backed securities similar to those described above, as well as securities issued by the Supranational Entities & Multilateral Development Banks. Given the consistently strong credit rating of the U.S. Treasury and the Supranational Entities & Multilateral Development Banks, and the long history of no credit losses on debt securities issued by government agencies and government sponsored entities, we determined that no allowance for credit loss was required for investment securities held to maturity at December 31, 2025.

61

The following table presents the investment securities portfolio, segregated by major category:

Table 21

Investment Securities

dollars in millions

December 31, 2025

December 31, 2024

Amortized Cost

Fair Value

Composition (1)

Amortized Cost

Fair Value

Composition (1)

Investment securities available for sale:

U.S. Treasury

$

10,624 

$

10,673 

26.4 

%

$

13,897 

$

13,903 

32.7 

%

Government agency

44 

43 

0.1 

79 

77 

0.2 

Residential mortgage-backed securities

17,683 

17,623 

43.6 

16,161 

15,620 

36.7 

Commercial mortgage-backed securities

3,444 

3,299 

8.2 

3,869 

3,666 

8.6 

Corporate bonds

145 

140 

0.3 

489 

467 

1.1 

Municipal bonds

12 

12 

— 

17 

17 

— 

Total investment securities available for sale

$

31,952 

$

31,790 

78.6 

%

$

34,512 

$

33,750 

79.3 

%

Investment in marketable equity securities

$

83 

$

127 

0.3 

%

$

79 

$

101 

0.2 

%

Investment securities held to maturity:

U.S. Treasury

$

388 

$

373 

0.9 

%

$

483 

$

452 

1.1 

%

Government agency

1,225 

1,170 

2.9 

1,489 

1,374 

3.2 

Residential mortgage-backed securities

4,450 

3,992 

9.9 

4,558 

3,878 

9.1 

Commercial mortgage-backed securities

3,337 

2,729 

6.8 

3,407 

2,729 

6.5 

Supranational securities

246 

226 

0.6 

300 

267 

0.6 

Other

1 

1 

— 

2 

2 

— 

Total investment securities held to maturity

$

9,647 

$

8,491 

21.1 

%

$

10,239 

$

8,702 

20.5 

%

Total investment securities

$

41,682 

$

40,408 

100.0 

%

$

44,830 

$

42,553 

100.0 

%

(1) Calculated as a percentage of the total fair value of investment securities.

The following table presents the weighted average yields for investment securities available for sale and held to maturity at December 31, 2025, segregated by major category with ranges of contractual maturities. The weighted average yields represent the yields of the underlying securities as of the specified date, December 31, 2025, within the specified maturity range. The weighted average yield on the portfolio was calculated using security-level annualized yields based on book yield to maturity and takes into account amortization of premiums and accretion of discounts. The total weighted average yields for investment securities available for sale and held to maturity are based on the underlying weighted average amortized cost.

Table 22

Weighted Average Yield on Investment Securities

December 31, 2025

Within One Year

One to Five Years

Five to 10 Years

After 10 Years

Total

Investment securities available for sale:

U.S. Treasury

4.34 

%

3.88 

%

— 

%

— 

%

4.09 

%

Government agency

— 

3.77 

— 

— 

3.77 

Residential mortgage-backed securities (1)

— 

4.44 

4.33 

4.15 

4.20 

Commercial mortgage-backed securities (1)

4.19 

4.73 

5.17 

2.80 

3.99 

Corporate bonds

5.96 

7.76 

6.03 

— 

7.47 

Municipal bonds

— 

— 

— 

6.28 

6.28 

Total investment securities available for sale

4.34 

%

4.15 

%

4.35 

%

4.02 

%

4.16 

%

Investment securities held to maturity:

U.S. Treasury

— 

%

1.43 

%

— 

%

— 

%

1.43 

%

Government agency

1.40 

1.63 

1.95 

— 

1.61 

Residential mortgage-backed securities (1)

— 

— 

1.02 

2.84 

2.66 

Commercial mortgage-backed securities (1)

— 

1.83 

4.65 

2.46 

2.47 

Supranational securities

— 

1.64 

— 

— 

1.64 

Other

3.46 

— 

— 

— 

3.46 

Total investment securities held to maturity

1.41 

%

1.59 

%

1.36 

%

2.67 

%

2.39 

%

(1) Residential mortgage-backed and commercial mortgage-backed securities, which are not due at a single maturity date, have been included in maturity groupings based on the contractual maturity at December 31, 2025. The expected life will differ from contractual maturities because borrowers have the right to prepay the underlying loans.

62

Assets Held for Sale

Assets held for sale at December 31, 2025 were $804 million, an increase of $719 million from $85 million at December 31, 2024. Consumer loans held for sale at December 31, 2024, were largely comprised of residential mortgage loans that FCB originated with the intent to sell. In December 2025, FCB management committed to a plan to sell approximately $694 million of residential mortgage loans, which were then transferred from held for investment to held for sale. We did not establish a valuation allowance for the loans transferred to held for sale as the estimated fair value exceeded amortized cost.

The composition of assets held for sale is included in the following table:

Table 23

Assets Held for Sale

dollars in millions

December 31, 2025

December 31, 2024

Increase (Decrease)

Loans and leases:

Commercial (1)

$

18

$

27

$

(9)

(33)

%

Consumer

781

55

726

NM

Loans and leases

799

82

717

NM

Operating lease equipment

5

3

2

100 

%

Total assets held for sale

$

804

$

85

$

719

NM

(1) There were nonaccrual loans held for sale of $10 million at December 31, 2025 and $0 at December 31, 2024.

NM - resulting % not meaningful.

Loans and Leases

The loan and lease disclosures at December 31, 2024 presented in this Form 10-K were recast to reflect the Loan Class Changes summarized in the “Executive Overview—Recent Events” section of this MD&A and further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

The following table presents loans and leases by loan segment and loan class, and the respective proportion to total loans:

Table 24

Loans and Leases

dollars in millions

December 31, 2025

December 31, 2024

Balance

% to Total Loans

Balance

% to Total Loans

Increase (Decrease)

Commercial:

Commercial and industrial

$

44,721 

30 

%

$

43,559 

31 

%

$

1,162 

3 

%

Capital call lines

31,791 

21 

25,501 

18 

6,290 

25 

Owner occupied commercial mortgage

17,660 

12 

16,842 

12 

818 

5 

Investor dependent

2,778 

2 

3,193 

2 

(415)

(13)

Commercial real estate

23,784 

16 

23,282 

17 

502 

2 

Total commercial

$

120,734 

81 

%

$

112,377 

80 

%

$

8,357 

7 

%

Consumer:

Residential mortgage

$

21,861 

15 

%

$

22,768 

16 

%

$

(907)

(4)

%

Revolving mortgage

2,863 

2 

2,567 

2 

296 

12 

Auto

1,416 

1 

1,523 

1 

(107)

(7)

Other consumer

1,056 

1 

986 

1 

70 

7 

Total consumer

$

27,196 

19 

%

$

27,844 

20 

%

$

(648)

(2)

%

Total loans and leases

$

147,930 

100 

%

$

140,221 

100 

%

$

7,709 

6 

%

Allowance for loan and lease losses

(1,566)

(1,676)

Net loans and leases

$

146,364 

$

138,545 

Loans and leases at December 31, 2025 were $147.93 billion, an increase of $7.71 billion or 6% from $140.22 billion at December 31, 2024. Loan growth in the Commercial Bank segment of $7.64 billion was mainly in Global Fund Banking and other industry verticals, primarily TMT and Healthcare. Loan growth of $71 million in the General Bank segment was primarily in Wealth, SBA, and Community Association Banking portfolios, partially offset by a transfer of $694 million residential mortgage loans to held for sale in December 2025. Changes in loans and leases within our business segments compared to December 31, 2024 are discussed in the “Results by Segment” section of this MD&A.

63

The unamortized discount related to acquired loans was $1.33 billion at December 31, 2025, a decrease of $272 million from $1.60 billion at December 31, 2024.

Refer to Note 5—Loans and Leases for further information.

Operating Lease Equipment, Net

Our operating lease portfolio mostly relates to the Rail segment, with the remainder included in the Commercial Bank segment as summarized in the following table. Refer to the “Results by Segment” section of this MD&A for further details on the operating lease equipment portfolio in Rail.

Table 25

Operating Lease Equipment, Net

dollars in millions

December 31, 2025

December 31, 2024

Increase (Decrease)

Railcars and locomotives

$

8,882 

$

8,573 

$

309 

4 

%

Other equipment

739 

750 

(11)

(1)

Total (1)

$

9,621 

$

9,323 

$

298 

3 

%

(1)    Includes off-lease rail equipment of $257 million at December 31, 2025 and $219 million at December 31, 2024.

Interest-bearing Liabilities

Interest-bearing liabilities include interest-bearing deposits, securities sold under agreements to repurchase, and borrowings. Interest-bearing liabilities at December 31, 2025 totaled $156.93 billion, an increase of $3.29 billion or 2% from $153.65 billion at December 31, 2024. The increase from December 31, 2024 was mainly due to deposit growth, partially offset by lower borrowings as further discussed below.

Deposits

We strive to maintain a strong liquidity position, and therefore, deposit retention remains a key business objective. We believe traditional bank deposit products remain an attractive option for many customers. As economic conditions change, we recognize that our liquidity position could be adversely affected if bank deposits are withdrawn. Our ability to fund future loan growth is significantly dependent on our success in retaining existing deposits and generating new deposits at a reasonable cost.

The following table summarizes the types of deposits:

Table 26

Deposits

dollars in millions

December 31, 2025

December 31, 2024

Increase (Decrease)

Noninterest-bearing

$

40,653 

$

38,633 

$

2,020 

5 

%

Checking with interest

24,377 

25,343 

(966)

(4)

Money market

38,687 

35,722 

2,965 

8 

Savings

46,625 

42,278 

4,347 

10 

Time

11,236 

13,253 

(2,017)

(15)

Interest-bearing deposits

120,925 

116,596 

4,329 

4 

Total deposits

$

161,578 

$

155,229 

$

6,349 

4 

%

Noninterest-bearing deposits to total deposits

25.2 

%

24.9 

%

Deposits at December 31, 2025 were $161.58 billion, an increase of $6.35 billion or 4% from $155.23 billion at December 31, 2024. The increase was attributable to deposit growth in Corporate of $3.02 billion (which primarily includes the Direct Bank), the General Bank segment of $1.84 billion and the Commercial Bank segment of $1.51 billion. Noninterest-bearing deposits grew by $2.02 billion or 5% compared to December 31, 2024 and represented 25.2% of total deposits as of December 31, 2025, compared to 24.9% at December 31, 2024.

Deposit changes within our business segments compared to December 31, 2024 are further discussed in the “Executive Overview—Funding, Liquidity and Capital Overview” section and “Results by Segment” section of this MD&A.

64

Deposit Concentrations

BancShares operates a network of branches and offices, predominantly located in the Southeast, Mid-Atlantic, Midwest and Western United States, providing a broad range of financial services to individuals, businesses and professionals. Based on branch location, our top state deposit concentrations as of December 31, 2025 were in North Carolina, South Carolina, and California, which represented approximately 25.7%, 7.7%, and 6.9%, respectively, of total deposits.

The Direct Bank had $44.80 billion or 27.7% of our total deposits as of December 31, 2025. The Direct Bank deposits mainly consist of savings.

Commercial Bank segment deposits as of December 31, 2025 were $41.53 billion or 25.7% of total deposits and are primarily concentrated in online banking. Deposits in the Commercial Bank segment include large dollar accounts with private equity and venture capital clients, primarily in the technology, life science and healthcare industries.

Deposit accounts with balances in excess of $50 million totaled approximately $7.09 billion as of December 31, 2025, compared to approximately $8.01 billion as of December 31, 2024.

Uninsured Deposits

The amount of uninsured deposits is estimated consistent with the methodologies and assumptions utilized in providing information to the FDIC and Federal Reserve. We estimate total uninsured deposits were $61.81 billion, which represented approximately 38.3% of total deposits at December 31, 2025, compared to $59.51 billion or 38.3% of total deposits at December 31, 2024.

Refer to the “Executive Overview—Funding, Liquidity and Capital Overview” and “Results by Segment” sections of this MD&A for further discussion of deposit composition, uninsured deposits, and recent deposit trends.

The following table provides the expected maturity of time deposits with balances in excess of $250,000 as of December 31, 2025:

Table 27

Maturities of Time Deposits In Excess of $250,000

dollars in millions

December 31, 2025

Time deposits maturing in:

Three months or less

$

695 

Over three months through six months

404 

Over six months through 12 months

328 

More than 12 months

13 

Total

$

1,440 

Borrowings

Total borrowings at December 31, 2025 were $36.01 billion, a decrease of $1.04 billion or 3% from $37.05 billion at December 31, 2024. The decrease from December 31, 2024 primarily related to the 2025 Debt Redemptions, which included a Partial Prepayment of the Purchase Money Note, partially offset by the 2025 Debt Issuances. Refer to the “Executive Overview—Recent Events” section earlier in this MD&A for further detail on the 2025 Debt Redemptions and 2025 Debt Issuances.

65

The following table presents borrowings, net of the respective unamortized purchase accounting adjustments, premiums, discounts, and issuance costs:

Table 28

Borrowings

dollars in millions

December 31, 2025

December 31, 2024

Increase (Decrease)

Securities sold under agreements to repurchase

$

224 

$

367 

$

(143)

(39)

%

Federal Deposit Insurance Corporation

   3.500% fixed rate note due March 2028 (1)

33,385 

35,816 

(2,431)

(7)

Senior Unsecured Borrowings

5.231% fixed-to-floating rate notes due March 2031 (2)

497 

— 

497 

100 

   6.000% fixed rate notes due April 2036

58 

58 

— 

— 

Subordinated debt

6.125% fixed rate notes due March 2028

430 

445 

(15)

(3)

3.375% fixed-to-floating rate notes due March 2030 (3)

— 

350 

(350)

(100)

5.600% fixed rate reset notes due September 2035 (4)

597 

— 

597 

100 

6.254% fixed-to-fixed rate notes due March 2040 (5)

745 

— 

745 

100 

Capital lease obligations

72 

15 

57 

380 

Total borrowings

$

36,008 

$

37,051 

$

(1,043)

(3)

%

(1) Issued in connection with the SVBB Acquisition and secured by collateral. Refer to Note 2—Business Combinations and Note 5—Loans and Leases. The unamortized discount was $115 million and $176 million at December 31, 2025 and December 31, 2024, respectively.

(2) The fixed rate period will end on March 12, 2030, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded Secured Overnight Financing Rate (“SOFR”) Index Rate plus 141 bps per annum until the maturity date (or date of earlier redemption).

(3) The fixed rate period ended on March 15, 2025, and the notes converted to a floating interest rate equal to Three-Month Term SOFR plus 246.5 bps per annum. The notes included a callable feature and were redeemed on June 15, 2025.

(4) The interest rate will reset on September 5, 2030, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).

(5) The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 197 bps per annum until the maturity date (or date of earlier redemption).

The following summarizes the 2025 Debt Issuances:

Table 29

Parent Company Notes Issued

Issuance Date

Amount

Description

September 5, 2025

$600 Million

$600 million aggregate principal amount of subordinated fixed rate reset notes with a maturity date of September 5, 2035. Interest is payable semi-annually in arrears on March 5 and September 5 of each year, beginning on March 5, 2026, and ending on the maturity date (or date of earlier redemption), at a fixed rate of 5.6000% per annum. The interest rate will reset on September 5, 2030 and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 185 bps per annum until the maturity date (or date of earlier redemption).

March 12, 2025

$500 Million

$500 million aggregate principal amount of senior fixed-to-floating rate notes with a maturity date of March 12, 2031. Interest is payable semi-annually in arrears on March 12 and September 12 of each year, beginning on September 12, 2025, and ending on March 12, 2030 (or date of earlier redemption), at a fixed rate of 5.231% per annum. The fixed rate period will end on March 12, 2030, and the notes will thereafter bear a floating interest rate equal to a benchmark rate based on the Compounded SOFR plus 141 bps per annum until the maturity date (or date of earlier redemption). During the floating rate period, interest on the notes will be payable quarterly in arrears on June 12, 2030, September 12, 2030, December 12, 2030, and on the maturity date (or date of earlier redemption).

March 12, 2025

$750 Million

$750 million aggregate principal amount of subordinated fixed-to-fixed rate notes with a maturity date of March 12, 2040. Interest is payable semi-annually in arrears on March 12 and September 12 of each year and on the maturity date (or date of earlier redemption), commencing on September 12, 2025, at a fixed rate of 6.254% per annum. The interest rate will reset on March 12, 2035, and the notes will thereafter bear a fixed interest rate equal to the Five-year U.S. Treasury Rate as of the day falling two business days prior to the notes reset date plus 197 bps per annum until the maturity date (or date of earlier redemption).

We continually monitor our capital needs and market conditions in an effort to diversify our borrowing base and capital mix when appropriate. Additionally, we continue to monitor the status of the proposed interagency rule for new long term debt that has not been finalized as mentioned in the “Regulatory Considerations—Enhanced Prudential Standards” section in Item 1. Business of this Form 10-K.

Refer to the “Risk Management—Liquidity Risk” section of this MD&A and Note 12—Borrowings for further information regarding liquidity and borrowings.

66

Other Assets and Liabilities    

The following table includes the components of other assets:

Table 30

Other Assets

dollars in millions

December 31, 2025

December 31, 2024

Increase (Decrease)

Affordable housing tax credit and other unconsolidated investments (1)

$

2,955 

$

2,516 

$

439 

17 

%

Accrued interest receivable

912 

902 

10 

1 

Fair value of derivative financial instruments

534 

660 

(126)

(19)

Pension and other retirement plan assets

784 

658 

126 

19 

Right of use assets for operating leases, net

294 

316 

(22)

(7)

Income tax assets

510 

511 

(1)

— 

Counterparty receivables

124 

69 

55 

80 

Bank-owned life insurance

108 

106 

2 

1 

Nonmarketable investments

167 

127 

40 

32 

Other real estate owned

119 

56 

63 

115 

Mortgage servicing rights

32 

27 

5 

17 

Federal Home Loan Bank stock

20 

20 

— 

— 

Other

964 

772 

192 

25 

Total other assets

$

7,523 

$

6,740 

$

783 

12 

%

(1)    Refer to Note 10—Variable Interest Entities for additional information.

The following table includes the components of other liabilities:

Table 31

Other Liabilities

dollars in millions

December 31, 2025

December 31, 2024

Increase (Decrease)

Income tax liabilities

$

3,819 

$

3,669 

$

150 

4 

%

Commitments to fund tax credit investments

1,321 

1,214 

107 

9 

Accrued personnel cost

1,042 

1,024 

18 

2 

Fair value of derivative financial instruments

494 

625 

(131)

(21)

Lease liabilities

329 

357 

(28)

(8)

Reserve for off-balance sheet credit exposure

260 

278 

(18)

(7)

Accrued interest payable

140 

134 

6 

5 

Accounts payable and other

1,321 

895 

426 

47 

Total other liabilities

$

8,726 

$

8,196 

$

530 

7 

%

A reserve for off-balance sheet credit exposure is established for unfunded commitments and is included in other liabilities. BancShares estimates the expected funding amounts and applies its probability of obligor default (“PD”) and loss given default (“LGD”) models to those expected funding amounts to estimate the reserve. The reserve for off-balance sheet credit exposure was $260 million at December 31, 2025, a decrease of $18 million compared to $278 million at December 31, 2024. Refer to the “Results of Operations—Provision for Credit Losses” section of this MD&A for further discussion. Refer to Note 22—Commitments and Contingencies for information relating to off-balance sheet commitments.

67

RISK MANAGEMENT

Risk is inherent in any business. BancShares has defined a moderate risk appetite and a balanced approach to risk taking with a philosophy that does not preclude higher risk business activities commensurate with acceptable returns while meeting regulatory objectives. Through the comprehensive Risk Management Framework and Risk Appetite Policy and Statement, senior management has primary responsibility for day-to-day management of the risks we face with accountability of and support from all associates. Senior management applies various strategies to reduce the risks to which BancShares may be exposed, with effective challenge by independent risk management and oversight by Management Committees. The Board strives to ensure that risk management is a part of our business culture and that our policies and procedures to identify, assess, respond, and monitor risk are part of the decision-making process. The Board’s role in risk oversight is an integral part of our overall Risk Management Framework and Risk Appetite Policy. The Board administers its risk oversight function primarily through its Risk Committee.

The Risk Committee structure is designed to allow for information flow, effective challenge and timely escalation of risk-related issues. The Risk Committee monitors adherence to our Risk Management Framework and Risk Appetite Policy and Statement and provides quarterly updates to the Board on risk management. Our Chief Risk Officer also provides regular reports to the Risk Committee and the Board. Management and independent risk functions make regular reports to the Risk Committee on key risk areas, including credit, market, capital, liquidity, operational, compliance, and strategic risks. The Risk Committee also reviews reports of examination by and communications from regulatory agencies, the results of internal and third-party testing and qualitative and quantitative assessments related to risk management, and any other matters within the scope of the Risk Committee’s oversight responsibilities. The Risk Committee monitors management’s response to certain risk-related regulatory and audit issues. In addition, the Risk Committee may coordinate with the Board’s Audit Committee, Technology Committee and the Compensation, Nominations and Governance Committee for the review of financial statements and related risks, technology and cybersecurity risk, compensation risk management, and other areas of responsibility.

BancShares leverages a Three Lines Model to promote clarity of roles and responsibilities in managing risk. The first line is comprised of organizational functions that own or support the management of risk. The second line is led by the Chief Risk Officer, who reports to the Risk Committee of the Board, and is comprised of organizational functions that make up the Risk Management Department which has the responsibility for establishing risk frameworks, policies, standards, and procedures which support the Framework; providing proactive, transparent, and independent oversight and effective challenge of the first line; and identifying, measuring, monitoring, or controlling for aggregate risks. Internal audit is independent of the first and second lines, reporting directly to the Audit Committee of the Board and constitutes the third line.

In combination with other risk management and monitoring practices, enterprise-wide stress testing activities are conducted within a defined framework. Stress tests are performed for various risks to ensure the financial institution can support continued operations during stressed periods.

BancShares monitors and stress tests its capital and liquidity consistent with the safety and soundness expectations of the federal regulators. Refer to the “Regulatory Considerations” section of Item 1. Business included in this Form 10-K for further discussion.

BancShares has been assessing the emerging impacts of recent and potential U.S. and international tariffs and other retaliatory actions and has continued monitoring the international tensions that could impact the economy and exacerbate headwinds of elevated market volatility, global supply chain disruptions, and recessionary pressures. BancShares also continues to assess operational risks such as those associated with potential cyberattacks for FCB and third parties upon whom it relies. Assessments have not identified material impacts to date, but those assessments will remain ongoing as the conditions continue to exist and develop. BancShares is also assessing the potential risk of an economic slowdown or recession that could create increased credit and market risk having downstream impacts on earnings, capital, and/or liquidity. While economic data continues to be mixed, baseline economic forecasts reflect a decline in CRE property values due to current interest rate levels that impacted the ALLL forecasts. Key indicators will continue to be monitored, and impacts assessed as part of our ongoing Risk Management Framework.

68

Credit Risk

Credit risk is the risk arising from a borrower, obligor, or counterparty’s failure to meet the terms of any financial obligation, which can result in financial impact to current or anticipated earnings or capital, or strategic objectives. Loans and leases we originate are underwritten in accordance with our credit policies and procedures and are subject to periodic ongoing reviews. Acquired loans, regardless of whether purchased credit deteriorated (“PCD”) or Non-PCD, are recorded at fair value as of the acquisition date and are subject to periodic reviews to identify any further credit deterioration. Our independent credit review function conducts risk reviews and analyses of both originated and acquired loans to ensure compliance with credit policies and to monitor asset quality trends and borrower financial strength. These reviews include portfolio analysis by geographic location, industry, collateral type, and product. We strive to identify potential problem loans as early as possible, to record charge-offs as appropriate and to maintain an appropriate ALLL that accounts for expected losses over the life of the loan and lease portfolios.

Commercial Lending and Leasing

BancShares employs a credit ratings system where each commercial loan is assigned a PD, LGD, and/or overall credit rating using scorecards developed to rate each type of transaction incorporating assessments of both quantitative and qualitative factors. When commercial loans and leases are graded during underwriting, or when updated periodically thereafter, a model is run to generate a preliminary risk rating. These models incorporate both internal and external historical default and loss data, as well as other borrower and loan characteristics, to assign a risk rating. The preliminary risk rating assigned by the model can be adjusted as a result of borrower specific facts and circumstances that, in management’s judgment, warrant a modification of the modeled risk rating to arrive at the final approved risk ratings.

Consumer Lending

Consumer lending begins with an evaluation of a consumer borrower’s credit profile against published standards. Credit decisions are made after analyzing quantitative and qualitative factors to assess the borrower’s ability to repay the loan, and secondary sources of repayment, such as collateral value.

Consumer products use traditional and measurable standards to document and assess the creditworthiness of a loan applicant. Credit standards follow industry standard documentation requirements. Performance is largely evaluated based on an acceptable pay history along with a quarterly assessment which incorporates current market conditions. Loans may also be monitored during quarterly reviews of the borrower’s refreshed credit score. When warranted, an additional review of the loan-to-value of the underlying collateral may be conducted.

ALLL

The loan and ALLL disclosures for the 2024 and 2023 periods presented in this Form 10-K were recast to reflect the Loan Class Changes summarized in the “Executive Overview—Recent Events” section of this MD&A and further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

Our ALLL estimate as of December 31, 2025 included extensive reviews of the changes in credit risk associated with the uncertainties around macroeconomic forecasts. These loss estimates consider industry risk and the actual net losses incurred during prior periods of economic stress as well as recent credit trends.

Our ALLL methodology is discussed further in the section entitled “Critical Accounting Estimates” of the MD&A and Note 1—Significant Accounting Policies and Basis of Presentation.

69

The following table summarizes the ALLL for commercial, consumer and total loans.

Table 32

ALLL

dollars in millions

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Commercial

Consumer

Total

Commercial

Consumer

Total

Commercial

Consumer

Total

Balance at beginning of period

$

1,518 

$

158 

$

1,676 

$

1,581 

$

166 

$

1,747 

$

789 

$

133 

$

922 

Initial PCD ALLL

— 

— 

— 

— 

— 

— 

217 

3 

220 

Day 2 Provision for Loan and Lease Losses

— 

— 

— 

— 

— 

— 

419 

43 

462 

Provision (benefit) for loan and lease losses

538 

(8)

530 

461 

8 

469 

701 

2 

703 

Total provision (benefit) for loan and lease losses

538 

(8)

530 

461 

8 

469 

1,120 

45 

1,165 

Charge-offs

(708)

(33)

(741)

(627)

(30)

(657)

(610)

(28)

(638)

Recoveries

88 

13 

101 

103 

14 

117 

65 

13 

78 

Balance at end of period

$

1,436 

$

130 

$

1,566 

$

1,518 

$

158 

$

1,676 

$

1,581 

$

166 

$

1,747 

Net charge-off ratio

0.45 

%

0.39 

%

0.47 

%

Net charge-offs

$

620 

$

20 

$

640 

$

524 

$

16 

$

540 

$

545 

$

15 

$

560 

Average loans

$

143,110 

$

137,456 

$

119,176 

Percent of loans in each category to total loans

81 

%

19 

%

100 

%

80 

%

20 

%

100 

%

79 

%

21 

%

100 

%

The ALLL was $1.57 billion at December 31, 2025, compared to $1.68 billion at December 31, 2024, resulting in an ALLL reserve release of $110 million in the current year, mainly driven by loan growth concentrated in capital call lines which have a lower loss rate relative to our other loan portfolios, elimination of the reserves related to Hurricane Helene, a modest shift in our weighting from the downside to baseline economic scenario (as further discussed in the “Critical Accounting Estimates” section of this MD&A), improvements in the economic outlook and credit quality, and lower specific reserves for individually evaluated loans. The ALLL reserve release was $71 million in the prior year. The ALLL as a percentage of loans was 1.06% at December 31, 2025, a decrease of 14 bps from 1.20% at December 31, 2024.

The following table summarizes the ALLL as a percentage of loans for each loan class:

Table 33

ALLL by Loan Class

dollars in millions

December 31, 2025

December 31, 2024

ALLL

Loan Balance

ALLL as a Percentage of Loans

ALLL

Loan Balance

ALLL as a Percentage of Loans

Commercial

Commercial and industrial

$

807 

$

44,721 

1.80 

%

$

815 

$

43,559 

1.87 

%

Capital call lines

29 

31,791 

0.09 

44 

25,501 

0.17 

Owner occupied commercial mortgage

50 

17,660 

0.28 

51 

16,842 

0.30 

Investor dependent

181 

2,778 

6.52 

195 

3,193 

6.10 

Commercial real estate

369 

23,784 

1.55 

413 

23,282 

1.77 

Total commercial

1,436 

120,734 

1.19 

1,518 

112,377 

1.35 

Consumer

Residential mortgage

67 

21,861 

0.31 

85 

22,768 

0.37 

Revolving mortgage

26 

2,863 

0.89 

21 

2,567 

0.83 

Auto

9 

1,416 

0.67 

5 

1,523 

0.35 

Other consumer

28 

1,056 

2.62 

47 

986 

4.75 

Total consumer

130 

27,196 

0.48 

158 

27,844 

0.56 

Total

$

1,566 

$

147,930 

1.06 

%

$

1,676 

$

140,221 

1.20 

%

The ALLL may vary significantly from period to period due to changes in economic conditions, economic forecasts and the composition and credit quality of the loan and lease portfolio, and the related impacts to the ALLL models. We continuously monitor and update our ALLL estimation methodology, as appropriate. During 2025, we updated our PD, LGD, and exposure at default methodology for the capital call lines, investor dependent, residential mortgage, revolving mortgage, auto and consumer other portfolios, which contributed to the changes in the ALLL compared to December 31, 2024 for those portfolios.

70

Net Charge-Offs

The following table summarizes net charge-offs for each loan class:

Table 34

Net Charge-Offs

dollars in millions

Year Ended December 31, 2025

Year Ended December 31, 2024

Year Ended December 31, 2023

Charge-offs

Recoveries

Net

charge-offs (recoveries)

Charge-offs

Recoveries

Net

charge-offs (recoveries)

Charge-offs

Recoveries

Net

charge-offs (recoveries)

Commercial

Commercial and industrial

$

453 

$

52 

$

401 

$

294 

$

51 

$

243 

$

340 

$

51 

$

289 

Capital call lines

— 

— 

— 

— 

— 

— 

— 

— 

— 

Owner occupied commercial mortgage

7 

— 

7 

12 

— 

12 

1 

1 

— 

Investor dependent

125 

35 

90 

204 

49 

155 

172 

12 

160 

Commercial real estate

123 

1 

122 

117 

3 

114 

97 

1 

96 

Total commercial

708 

88 

620 

627 

103 

524 

610 

65 

545 

Consumer

Residential mortgage

7 

5 

2 

1 

5 

(4)

2 

6 

(4)

Revolving mortgage

— 

1 

(1)

1 

2 

(1)

— 

1 

(1)

Auto

5 

2 

3 

6 

2 

4 

4 

1 

3 

Other consumer

21 

5 

16 

22 

5 

17 

22 

5 

17 

Total consumer

33 

13 

20 

30 

14 

16 

28 

13 

15 

Total

$

741 

$

101 

$

640 

$

657 

$

117 

$

540 

$

638 

$

78 

$

560 

Net charge-offs for the current year were $640 million, an increase of $100 million from $540 million for the prior year, primarily due to an increase of $158 million in commercial and industrial, partially offset by a decrease of $65 million in investor dependent. The increase of $158 million in commercial and industrial net charge-offs mainly includes the previously discussed $82 million charge-off on a single supply chain finance client, and modest increases in the Commercial Finance and Tech and Finance lines of business in the Commercial Bank segment. At December 31, 2025, the total balance of our supply chain finance portfolio was approximately $270 million.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and leases, other real estate owned (“OREO”) and repossessed assets. Accounting policies related to nonperforming assets are discussed in Note 1—Significant Accounting Policies and Basis of Presentation in this Form 10-K.

Table 35

Non-Performing Assets

dollars in millions

December 31, 2025

December 31, 2024

Nonaccrual loans:

Commercial loans

$

1,082 

$

1,008 

Consumer loans

225 

176 

Total nonaccrual loans

1,307 

1,184 

Other real estate owned (1) and repossessed assets

124 

64 

Total nonperforming assets

$

1,431 

$

1,248 

Total loans and leases

$

147,930 

$

140,221 

Total loans and leases, other real estate owned, and repossessed assets

148,054 

140,285 

ALLL to total loans and leases

1.06 

%

1.20 

%

Ratio of total nonperforming assets to total loans, leases, other real estate owned and repossessed assets

0.97 

0.89 

Ratio of nonaccrual loans and leases to total loans and leases

0.88 

0.84 

Ratio of ALLL to nonaccrual loans and leases

119.80 

141.58 

(1) Other real estate owned includes former branch property and other non-foreclosed property of $26 million as of December 31, 2025 and 2024.

OREO and repossessed assets were $124 million at December 31, 2025 compared to $64 million at December 31, 2024. The increase of $60 million compared to December 31, 2024 mainly reflects foreclosures on CRE properties. Trends in past due and nonaccrual loans are discussed below.

71

Past Due and Nonaccrual Loans

Past due and nonaccrual loans by loan class are summarized in the following table:

Table 36

Delinquencies and Nonaccrual Loans

dollars in millions

December 31, 2025

December 31, 2024

Accruing Loans

Accruing loans

30-59 Days

Past Due

60-89 Days

Past Due

Total 30-89 Days Past Due

90 Days or

Greater

Nonaccrual Loans

30-59 Days

Past Due

60-89 Days

Past Due

Total 30-89 Days Past Due

90 Days or

Greater

Nonaccrual Loans

Commercial

Commercial and industrial

$

232 

$

56 

$

288 

$

63 

$

456 

$

203 

$

50 

$

253 

$

17 

$

420 

Capital call lines

— 

— 

— 

— 

— 

— 

— 

— 

— 

— 

Owner occupied commercial mortgage

78 

19 

97 

1 

159 

30 

9 

39 

2 

62 

Investor dependent

11 

1 

12 

— 

49 

11 

1 

12 

— 

87 

Commercial real estate

221 

31 

252 

171 

418 

65 

30 

95 

79 

439 

Total commercial

542 

107 

649 

235 

1,082 

309 

90 

399 

98 

1,008 

Consumer

— 

— 

— 

— 

Residential mortgage

168 

42 

210 

7 

179 

172 

25 

197 

7 

143 

Revolving mortgage

25 

4 

29 

— 

35 

20 

4 

24 

— 

24 

Auto

15 

3 

18 

— 

9 

12 

3 

15 

— 

8 

Other consumer

5 

3 

8 

2 

2 

5 

3 

8 

3 

1 

Total consumer

213 

52 

265 

9 

225 

209 

35 

244 

10 

176 

Total

$

755 

$

159 

$

914 

$

244 

$

1,307 

$

518 

$

125 

$

643 

$

108 

$

1,184 

The increase of $271 million in accruing loans that are 30 to 89 days past due is largely attributable to increases of $157 million in commercial real estate and $58 million in owner occupied commercial mortgage. Accruing loans that are 30 to 89 days past due are early stage delinquencies that are not showing signs of significant credit deterioration. Delinquency status is considered in the estimate of the ALLL.

The increase of $136 million in accruing loans that are 90 days or greater past due is primarily attributable to increases of $92 million in commercial real estate and $46 million in commercial and industrial, partially offset by net decreases in all other loan classes. The increases are mainly due to a small number of larger balance and well-secured loans for which we expect payment of principal and interest. Loans 90 days or greater past due are assigned a more severe PD in accordance with our ALLL methodology.

Nonaccrual loans and leases at December 31, 2025 were $1.31 billion, an increase of $123 million compared to $1.18 billion at December 31, 2024, mainly due to increases of $97 million in owner occupied commercial mortgage, $36 million in commercial and industrial, and $36 million in residential mortgage, partially offset by decreases of $38 million in investor dependent and $21 million in commercial real estate. Nonaccrual loans over an established threshold are individually evaluated for specific ALLL reserves as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation.

72

Commercial Real Estate Portfolio Composition

Our CRE portfolio is diversified across various property types. The following table provides an overview of the property type exposures within our CRE portfolio:

Table 37

Commercial Real Estate Portfolio

dollars in millions

December 31, 2025

Balance

% to Total Loans and Leases

Multi-family

$

5,195 

3.5 

%

Medical office

3,502 

2.4 

Industrial, including warehouses

3,315 

2.2 

General office

2,000 

1.4 

Retail

1,632 

1.1 

Healthcare

1,382 

0.9 

Hotel and motel

849 

0.6 

Other

5,909 

4.0 

Total commercial real estate

$

23,784 

16.1 

%

Evolving macroeconomic and social conditions (including the shift to hybrid work arrangements) may result in changes for general office demand moving forward. Our general office portfolio has experienced more negative credit quality trends relative to our other CRE portfolios. Our general office portfolio is 1.35% of total loans and leases and 8.41% of total CRE at December 31, 2025. Select metrics for our general office portfolio are summarized in the following table:

Table 38

General Office Portfolio

dollars in millions

December 31, 2025

General office as a percentage of total loans and leases

1.35 

 %

General office as a percentage of CRE loans

8.41 

 %

Net charge-offs as a percentage of general office

4.44 

 %

Percentage of general office 30 days or more past due

11.48 

 %

Nonaccrual loans as a percentage of general office

10.17 

 %

ALLL as a percentage of general office

3.51 

 %

Concentration

We strive to minimize the risks associated with large concentrations within specific geographic areas, collateral types or industries. Despite our focus on diversification, several characteristics of our loan portfolio subject us to concentration risk. Loan concentration for our commercial and consumer loans is summarized below.

Commercial Loan Concentration

Industry Concentration

The following table summarizes the industry concentration of our commercial loans and leases based the obligors’ industries:

Table 39

Commercial Loans and Leases - Industry

dollars in millions

December 31, 2025

December 31, 2024

Finance and insurance

$

38,417 

31.8 

%

$

31,162 

27.7 

%

Real estate

17,911 

14.8 

17,905 

15.9 

Healthcare

11,155 

9.2 

11,053 

9.8 

Information

9,699 

8.0 

9,569 

8.5 

Business services

9,601 

8.0 

9,089 

8.1 

Transportation, communication, gas, utilities

7,567 

6.3 

8,175 

7.3 

Manufacturing

7,137 

5.9 

7,160 

6.4 

Retail

4,329 

3.6 

4,141 

3.7 

Service industries

4,274 

3.5 

4,124 

3.7 

Wholesale

3,571 

3.0 

3,437 

3.1 

Other

7,073 

5.9 

6,562 

5.8 

Total

$

120,734 

100.0 

%

$

112,377 

100.0 

%

73

Loans to non-depository financial institutions (“NDFIs”)

Loans to borrowers in the finance and insurance industry were $38.42 billion, or 31.8% of commercial loans and leases at December 31, 2025, compared to $31,162 or 27.7% of commercial loans and leases at December 31, 2024. Loans to NDFIs comprise 97.9% of our loans to borrowers in the finance and insurance industry. Our NDFI portfolio composition is described below.

As of December 31, 2025, loans to NDFIs were approximately $37.59 billion. Capital call lines comprise $31.79 billion, or 85%, of the NDFI portfolio. The primary source of repayment for capital call lines is the capital commitments of the underlying limited partner (“LP”) investors in funds managed by certain private equity and venture capital firms. Capital calls are contractual obligations of the LPs and are not subject to the performance of the underlying portfolio of investments. Capital call lines are typically governed by financial covenants oriented towards ensuring that the funds’ remaining callable capital is sufficient to repay the loan, and larger commitments (typically provided to larger private equity funds) are typically secured by an assignment of the general partner's right to call capital from the fund's LP investors. The credit quality is strong for capital call lines based on the structural protection provided by the funds and the underlying investors. Capital call lines have a significantly lower loss rate relative to our other loan portfolios. As of December 31, 2025, the ALLL was 0.09% of capital call lines, compared to 1.06% of total loans.

The loans to NDFIs that are not capital call lines (the “Other NDFI Portfolios”) have balances totaling approximately $5.80 billion at December 31, 2025, and the largest portfolios are described below:

•The net asset value (“NAV”) portfolio ($1.63 billion) consists of: (i) loans to private equity funds collateralized by the funds’ portfolios of direct equity investments in private companies, and (ii) loans to predominantly secondary funds collateralized by the funds’ portfolios of investments in LP interests in private funds and/or co-investment vehicles.

•Leveraged fund lines ($970 million) are lines of credit provided to private credit funds and are collateralized by portfolios of the underlying assets, primarily first lien loans.

•Warehouse lines ($871 million) are asset-based lines of credit that finance cash flows for large pools of assets, such as accounts receivable and loans, that the borrower (or sponsor) typically sell or transfer to special purpose vehicle entities.

•Specialty finance ($726 million) includes asset-based lending facilities to lenders that are primarily investing in first lien senior debt.

The Other NDFI Portfolios are included in commercial and industrial loans and leases. As of December 31, 2025, the ALLL was 1.80% of commercial and industrial loans and leases.

NDFIs could be subject to a less stringent regulatory environment than IDIs or BHCs as further discussed in Item 1A. Risk Factors of this Form 10-K. We strive to mitigate the credit risk of our loans to NDFIs through our underwriting and credit monitoring processes. As discussed above, approximately 85% of our NDFI portfolio at December 31, 2025 is comprised of capital call lines which have strong credit quality based on the structural protection provided by the funds and the underlying investors. Additionally, we establish advance rates (the percentage of the collateral value FCB will lend to the borrower) for loans in the Other NDFI Portfolios commensurate with the risks of the underlying collateral type, structural protection of the funds or investors, diversification of the funds, and financial strength of the borrower (or sponsor).

Real estate secured loans

Our CRE portfolio comprises the vast majority of the real estate industry loans in the table above, which is based on the industry of the obligor. Additionally, we have CRE and owner occupied commercial mortgage loans that are secured by real estate, but are categorized in other industries in the table above. At December 31, 2025, the combined balances of our CRE and owner occupied commercial mortgage loans were $41.44 billion, or 34% of commercial loans and leases, compared to $40.12 billion or 36% at December 31, 2024. We have historically carried a concentration of real estate secured loans, but actively mitigate exposure through underwriting policies, which primarily rely on borrower cash flow rather than underlying collateral values. When we do rely on underlying real property values, we prefer financing secured by owner-occupied real property.

Healthcare and information industries

The healthcare and information industries in the table above largely consist of the healthcare, life sciences, and technology sectors, which include clients in our Commercial Finance, Global Fund Banking, and Tech and Healthcare lines of business within our Commercial Bank segment. Loans and leases to borrowers in medical, dental or other healthcare fields were $11.16 billion as of December 31, 2025, which represents 9.2% of commercial loans and leases, compared to $11.05 billion or 9.8% of commercial loans and leases at December 31, 2024. Loans and leases to borrowers in the information industry were $9.70 billion as of December 31, 2025, which represents 8.0% of commercial loans and leases, compared to $9.57 billion or 8.5% of commercial loans and leases at December 31, 2024. We actively mitigate credit risk exposure of these industry concentrations through our underwriting policies that emphasize reliance on adequate levels of borrower repayment sources.

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Larger Balance Loans

The following table provides a summary of commercial loans by loan size and loan class as of December 31, 2025:

Table 40

Commercial Loans by Size and Class

dollars in millions

Less Than $10 Million

$10 Million to $30 Million

Greater Than $30 Million

Total Commercial Loans

Commercial and industrial

$

16,337 

$

12,077 

$

16,307 

$

44,721 

Capital call lines

1,174 

3,330 

27,287 

31,791 

Owner occupied commercial mortgage

14,792 

2,187 

681 

17,660 

Investor dependent

1,636 

896 

246 

2,778 

Commercial real estate

8,561 

6,706 

8,517 

23,784 

Total

$

42,500 

$

25,196 

$

53,038 

$

120,734 

Most of our loans greater than $30 million at December 31, 2025 are capital call lines which are described above in “Loans to non-depository financial institutions (“NDFIs”).”

Geographic Concentrations

The following table summarizes geographic concentrations based on the location of the real estate collateral for owner occupied commercial mortgage and commercial real estate loans, and based on the obligor address for all other commercial loans.

Table 41

Commercial Loans and Leases - Geography

dollars in millions

December 31, 2025

December 31, 2024

State

California

$

26,056 

21.6 

%

$

24,363 

21.7 

%

New York

12,193 

10.1 

10,154 

9.0 

North Carolina

11,005 

9.1 

11,122 

9.9 

Texas

8,811 

7.3 

8,417 

7.5 

Massachusetts

7,325 

6.1 

7,249 

6.4 

Florida

6,175 

5.1 

6,091 

5.4 

All other states

46,093 

38.2 

42,446 

37.8 

Total U.S.

$

117,658 

97.5 

%

$

109,842 

97.7 

%

Total international

3,076 

2.5 

2,535 

2.3 

Total

$

120,734 

100.0 

%

$

112,377 

100.0 

%

Consumer Loan Concentration

Loan concentrations may exist when multiple borrowers could be similarly impacted by economic or other conditions. The following table summarizes state concentrations greater than 5.0% of consumer loans based on customer address:

Table 42

Consumer Loans - Geography

dollars in millions

December 31, 2025

December 31, 2024

State

California

$

8,118 

29.8 

%

$

8,615 

31.0 

%

North Carolina

6,736 

24.8 

6,716 

24.1 

South Carolina

3,502 

12.9 

3,509 

12.6 

Massachusetts

1,597 

5.9 

1,683 

6.0 

Other states

7,243 

26.6 

7,321 

26.3 

Total

$

27,196 

100.0 

%

$

27,844 

100.0 

%

Asset Risk

Asset risk is a form of price risk that is a primary risk of our leasing businesses. This relates to the risk to earning capital arising from changes in the value of owned leasing equipment. Refer to Note 7—Leases. Asset risk in our leasing business is evaluated and managed in the divisions and overseen by risk management processes. In our asset-based lending business, we also use residual value guarantees to mitigate or partially mitigate exposure to end of lease residual value exposure on certain of our finance leases. Our business process consists of: (1) setting residual values at transaction inception, (2) systematic periodic residual value reviews, and (3) monitoring levels of residual realizations. Residual realizations, by business and product, are reviewed as part of the quarterly financial and asset quality review. Reviews for impairment are performed at least annually.

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In combination with other risk management and monitoring practices, asset risk is monitored through reviews of the equipment markets, including utilization rates and traffic flows; the evaluation of supply and demand dynamics; the impact of new technologies; and changes in regulatory requirements on different types of equipment. At a high level, demand for equipment is correlated with gross domestic product (“GDP”) growth trends for the markets the equipment serves, as well as the more immediate conditions of those markets. Cyclicality in the economy and shifts in trade flows due to specific events represent risks to the earnings that can be realized by these businesses. In the Rail segment, BancShares seeks to mitigate these risks by maintaining a relatively young fleet of assets, which can bolster attractive lease and utilization rates.

Market Risk

Market risk is the risk arising from changes in interest rates, foreign exchange, fixed income, commodity, or equity prices which can result in financial loss, or adverse impact to earnings and capital.

Interest rate risk management

BancShares is exposed to the risk that changes in market conditions may affect interest rates and negatively impact earnings. The risk arises from the nature of BancShares’ business activities, the composition of BancShares’ balance sheet, and changes in the level or shape of the yield curve. BancShares manages this inherent risk strategically based on prescribed guidelines and approved limits.

Interest rate risk can arise from many of BancShares’ business activities, such as lending, leasing, investing, deposit taking, derivatives, and funding activities. We evaluate and monitor interest rate risk primarily through two metrics.

•Net Interest Income Sensitivity (“NII Sensitivity”) measures the net impact of hypothetical changes in interest rates on forecasted NII; and

•Economic Value of Equity (“EVE”) Sensitivity (“EVE Sensitivity”) measures the net impact of these hypothetical changes on the value of equity by assessing the economic value of assets, liabilities and off-balance sheet instruments.

BancShares uses a holistic process to measure and monitor both short term and long term risks, which includes, but is not limited to, gradual and immediate parallel rate shocks, changes in the shape of the yield curve, and changes in the relationship of various yield curves. NII Sensitivity generally focuses on shorter term earnings risk, while EVE Sensitivity assesses the longer-term risk of the existing balance sheet.

Our exposure to NII Sensitivity is guided by the Risk Appetite Policy and Statement and a range of risk metrics, and BancShares may utilize tools across the balance sheet to adjust its interest rate risk exposures, including through business line actions and actions within the investment, funding and derivative portfolios.

The composition of our interest rate sensitive assets and liabilities generally results in a net asset-sensitive position for NII Sensitivity, whereby our assets will reprice faster than our liabilities. A component of our interest rate risk management strategy is the use of derivative instruments to mitigate fluctuations in earnings caused by changes in market interest rates. Interest rate swaps are the primary type of derivative instrument that we use as part of our interest rate risk management strategy. These derivatives hedge interest income variability of floating rate loans indexed to SOFR. Refer to Note 13—Derivative Financial Instruments for further information on our derivative portfolio.

Our funding sources consist primarily of deposits, and we also support our funding needs through wholesale funding sources (including unsecured and secured borrowings).

The deposit rates we offer are influenced by market conditions and competitive factors. Market rates are the key factors of deposit costs, and we continue to optimize deposit costs by improving our deposit mix. Changes in interest rates, expected funding needs, as well as actions by competitors, can affect our deposit taking activities and deposit pricing. We believe our targeted non-maturity deposit customer retention is strong and we remain focused on optimizing our mix of deposits. We regularly assess the effect of deposit rate changes on our balances and seek to achieve optimal alignment between assets and liabilities.

The following table summarizes the results of 12-month NII Sensitivity simulations produced by our asset/liability management system. These simulations assume static balance sheet replacement with like products and implied forward market rates, and also incorporate additional internal models and assumptions, which we may update periodically, including rate dependent prepayment for certain loans and securities and repricing of interest-bearing non-maturity deposits. The below simulations assume an immediate 100 and 200 bps parallel increase and decrease from current interest rates.

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Table 43

NII Sensitivity Simulation Analysis

Estimated (Decrease) Increase in NII

Change in interest rate (bps)

December 31, 2025

December 31, 2024

-200

(11.3)

 %

(10.6)

 %

-100

(5.8)

(6.1)

+100

6.5 

6.9 

+200

13.6 

11.1 

NII Sensitivity metrics at December 31, 2025, compared to December 31, 2024, were primarily affected by balance sheet growth and compositional changes, as well as impacts from lower market interest rates.

As of December 31, 2025, BancShares continues to have an asset sensitive interest rate risk profile and the potential exposure to forecasted earnings was largely due to the composition of the balance sheet (primarily due to floating rate commercial loans and cash), as well as estimates of modest future deposit betas. Approximately 65% of our loans have floating contractual reference rates, indexed primarily to SOFR and the U.S. prime rate. Deposit betas are currently modeled to have a portfolio average of approximately 35%-40% over the twelve-month forecast horizon, including 50%-55% for interest-bearing non-maturity deposits. Deposit beta is the portion of a change in the federal funds rate that is passed on to the deposit rate. Actual deposit betas may be different than modeled, depending on various factors, including liquidity requirements, deposit mix and competitive pressures. Impacts to NII Sensitivity may change due to actual results differing from modeled expectations.

As noted above, EVE Sensitivity supplements NII simulations as it estimates risk exposures beyond a twelve-month horizon. EVE Sensitivity measures the change in the EVE due to changes in assets, liabilities, and off-balance sheet instruments in response to a change in interest rates. EVE Sensitivity was calculated by estimating the change in the net present value of assets, liabilities, and off-balance sheet items under various rate movements, including utilizing a dynamic rate level dependent modeling approach for our deposit attrition assumption. In addition to interest rate changes, other key assumptions used in our EVE Sensitivity simulations include asset prepayments, as well as balance attrition and pricing of non-maturity deposits.

The below simulations assume an immediate 100 and 200 bps parallel increase and decrease from current interest rates and the estimated impact on our EVE profile based on our current modeling approach:

Table 44

EVE Modeling Analysis

Estimated Increase (Decrease) in EVE

Change in interest rate (bps)

December 31, 2025

December 31, 2024

-200

6.7 

 %

5.4 

 %

-100

4.3 

3.1 

+100

(4.2)

(3.2)

+200

(8.2)

(7.0)

In addition to the above reported sensitivities, a wide variety of potential interest rate scenarios are simulated within our asset/liability management system. Scenarios that impact balance sheet composition or the sensitivity to key assumptions are also evaluated.

We use results of our various interest rate risk analyses to formulate and implement asset and liability management strategies, in coordination with the Asset and Liability Committee, to achieve the desired risk profile, while managing our objectives for market risk and other strategic objectives. Specifically, we may manage our interest rate risk position through certain pricing strategies and product design for loans and deposits, our investment portfolio, funding portfolio, or by using derivatives to mitigate earnings volatility.

The above sensitivities provide an estimate of our interest rate sensitivity; however, they do not account for potential changes in credit quality, size, mix, or changes in the competition for business in the industries we serve. They also do not account for other business developments and other actions. Accordingly, we can give no assurance that actual results would not differ materially from the estimated outcomes of our simulations.

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Loan Maturity and Loan Interest Rate Sensitivity

The following table provides loan maturity distribution information:

Table 45

Loan Maturity Distribution

dollars in millions

At December 31 2025, Maturing

Within

One Year

One to Five

Years

Five to 15

Years

After 15 Years

Total

Commercial

Commercial and industrial

$

12,644 

$

25,967 

$

5,306 

$

804 

$

44,721 

Capital call lines

31,650 

141 

— 

— 

31,791 

Owner occupied commercial mortgage

1,917 

8,938 

6,352 

453 

17,660 

Investor dependent

1,181 

1,597 

— 

— 

2,778 

Commercial real estate

5,519 

14,162 

2,894 

1,209 

23,784 

Total commercial

52,911 

50,805 

14,552 

2,466 

120,734 

Consumer

Residential mortgage

655 

2,780 

7,460 

10,966 

21,861 

Revolving mortgage

47 

185 

1,099 

1,532 

2,863 

Consumer auto

324 

953 

139 

— 

1,416 

Consumer other

320 

616 

115 

5 

1,056 

Total consumer

1,346 

4,534 

8,813 

12,503 

27,196 

Total loans and leases

$

54,257 

$

55,339 

$

23,365 

$

14,969 

$

147,930 

As noted above, approximately 65% of our total loans have floating contractual reference rates, indexed primarily to SOFR and the U.S. prime rate. The following table provides information regarding fixed and variable interest rate loans and leases maturing one year or after, as of December 31, 2025:

Table 46

Fixed and Variable Interest Rate Loans

dollars in millions

Loans Maturing One Year or After with

Fixed Interest Rates

Variable Interest Rates

Commercial

Commercial and industrial

$

10,354 

$

21,723 

Capital call lines

— 

141 

Owner occupied commercial mortgage

13,818 

1,925 

Investor dependent

4 

1,593 

Commercial real estate

8,207 

10,058 

Total commercial

32,383 

35,440 

Consumer

Residential mortgage

8,561 

12,645 

Revolving mortgage

28 

2,788 

Consumer auto

1,092 

— 

Consumer other

283 

453 

Total consumer

9,964 

15,886 

Total loans and leases

$

42,347 

$

51,326 

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Counterparty Risk

We enter into interest rate and foreign exchange derivatives as part of our overall risk management practices and also on behalf of our clients. We establish risk metrics and evaluate and manage the counterparty risk associated with these derivative instruments in accordance with the comprehensive Risk Management Framework and Risk Appetite Policy and Statement.

Counterparty credit exposure or counterparty risk is a primary risk of derivative instruments, relating to the ability of a counterparty to perform its financial obligations under the derivative contract. We seek to control credit risk of derivative agreements through counterparty credit approvals, pre-established exposure limits and monitoring procedures, which are integrated with our cash and issuer related credit processes.

Derivative agreements for BancShares’ risk management purposes and for the hedging of client transactions are primarily executed with investment grade financial institutions, with others cleared through certain central party clearing houses. Credit exposure is mitigated via the exchange of collateral between the counterparties covering mark-to-market valuations. Client related derivative transactions, which are primarily related to lending activities, are incorporated into our loan underwriting and reporting processes.

Liquidity Risk

Liquidity risk is the risk arising from BancShares being unable to meet its obligations as they come due because of an inability to: (i) liquidate assets or obtain adequate funding, or (ii) unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions. This may result in impairment of safety and soundness.

Our liquidity risk management and monitoring process is designed to ensure the availability of adequate cash and collateral resources and funding capacity to meet our obligations. Our overall liquidity management strategy is intended to ensure appropriate liquidity to meet expected and contingent funding needs under both normal and stressed environments. Consistent with this strategy, we maintain sufficient amounts of available cash and HQLS. Additional sources of liquidity include committed credit facilities, repurchase agreements, brokered certificates of deposit issuances, unsecured debt issuances, and cash collections generated by portfolio asset sales to third parties.

We utilize measurement tools to assess and monitor the level and adequacy of our liquidity position, liquidity conditions and trends. We measure and forecast liquidity and liquidity risks under different hypothetical scenarios and across different horizons. We use a liquidity stress testing framework to better understand the range of potential risks and their impacts to which BancShares is exposed. Stress test results inform our business strategy, risk appetite, levels of liquid assets, and contingency funding plans. Also included among our liquidity measurement tools are key risk indicators that assist in identifying potential liquidity risk and stress events.

BancShares maintains a framework to establish liquidity risk tolerances, monitoring, and breach escalation protocol to alert management of potential funding and liquidity risks and to initiate mitigating actions as appropriate. Further, BancShares maintains a contingent funding plan, which details protocols and potential actions to be taken under liquidity stress conditions.

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Liquidity includes available cash and HQLS. At December 31, 2025 we had $56.01 billion of high-quality liquid assets (24.4% of total assets) and $30.74 billion of contingent liquidity sources available. Some of the more significant changes from December 31, 2024 included increased borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans previously not pledged to the FRB. As noted below, the draw period under the Advance Facility Agreement with the FDIC ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility. Other significant changes are discussed above in “Executive Overview—Financial Performance Summary—Balance Sheet Highlights.” Investment securities were a primary funding source for the $2.49 billion Partial Prepayment of the Purchase Money Note in December 2025, which contributed to the decline in HQLS.

Table 47

Liquidity

dollars in millions

December 31, 2025

December 31, 2024

Available cash

$

19,111 

$

20,545 

High-quality liquid securities (1)

36,895 

38,794 

High-quality liquid assets

$

56,006 

$

59,339 

Current Capacity (2) of Credit Facilities:

FHLB facility (3)

$

17,775 

$

16,423 

FRB facility

12,962 

5,475 

FDIC facility (4)

— 

5,291 

Line of credit

— 

100 

Total contingent sources

$

30,737 

$

27,289 

Total liquid assets and contingent sources

$

86,743 

$

86,628 

Total uninsured deposits

$

61,809 

$

59,510 

Coverage ratio of total liquid assets and contingent sources to uninsured deposits

140 

%

146 

%

(1)    Consists of readily marketable, unpledged securities, as well as securities pledged but not drawn against at the FHLB and available for sale, and generally is comprised of U.S. Treasury and U.S. agency investment securities held outright or via reverse repurchase agreements.

(2)    Current capacity is based on the amount of collateral pledged and available for use at December 31, 2025 and December 31, 2024.

(3)    Refer to Table 48 for additional details.

(4)    The Advance Facility Agreement with the FDIC was obtained in connection with SVBB Acquisition and the draw period ended on March 27, 2025.

We fund our operations through deposits and borrowings. Our primary source of liquidity is derived from our various deposit channels, including our Branch Network and Direct Bank. Total deposits at December 31, 2025 were $161.58 billion, an increase of $6.35 billion or 4% from $155.23 billion at December 31, 2024.

We use borrowings to diversify the funding of our business operations. In addition to the Purchase Money Note and FHLB advances, borrowings also include senior unsecured notes, securities sold under customer repurchase agreements, and subordinated notes. Total borrowings at December 31, 2025 were $36.01 billion, a decrease of $1.04 billion or 3% from $37.05 billion at December 31, 2024. Refer to details of debt redemptions and issuances in the “Executive Overview—Recent Events” section of this MD&A. We continually monitor our capital needs and market conditions in an effort to diversify our borrowing base and capital mix when appropriate.

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FHLB Capacity

A source of available funds is advances from the FHLB of Atlanta. We may pledge assets for secured borrowing transactions, which include borrowings from the FHLB or FRB, or for other purposes as required or permitted by law. The debt issued in conjunction with these transactions is collateralized by certain discrete receivables, securities, loans, leases and underlying equipment. Certain related cash balances are restricted.

Table 48

FHLB Balances

dollars in millions

December 31, 2025

December 31, 2024

Total borrowing capacity

$

19,225 

$

17,873 

Less:

Advances

— 

— 

Letters of credit (1)

1,450 

1,450 

Available capacity

$

17,775 

$

16,423 

Pledged Non-PCD loans

$

31,713 

$

30,421 

(1)    Letters of credit were established with the FHLB to collateralize public funds.

FRB Capacity

Under borrowing arrangements with the FRB, FCB has access to $12.96 billion on a secured basis at December 31, 2025. During 2025, we pledged additional loan collateral and increased our borrowing capacity under agreements with the FRB. Loans pledged are disclosed in Note 5—Loans and Leases. There were no outstanding borrowings with the FRB Discount Window at December 31, 2025, September 30, 2025 and December 31, 2024.

FDIC Credit Facility

FCB and the FDIC entered into the Advance Facility Agreement, dated as of March 27, 2023, and effective as of November 20, 2023, providing total advances available through March 27, 2025 of up to $70 billion solely to provide liquidity to offset deposit withdrawal or runoff of former SVBB deposit accounts and to fund the unfunded commercial lending commitments acquired in the SVBB Acquisition. There were no amounts outstanding at the end of the draw period on March 27, 2025.

Refer to Note 2—Business Combinations for further discussion.

Contractual Obligations and Commitments

The following table includes significant contractual obligations and commitments as of December 31, 2025, representing required and potential cash outflows, including impacts from purchase accounting adjustments and deferred fees. Refer to Note 22—Commitments and Contingencies for additional information regarding commitments. Financing commitments, letters of credit and deferred purchase commitments are presented at contractual amounts and do not necessarily reflect future cash outflows, as many are expected to expire unused or partially used.

Table 49

Contractual Obligations and Commitments

dollars in millions

Payments Due by Period

Less than 1 year

1-3 years

4-5 years

Thereafter

Total

Contractual obligations:

Time deposits

$

11,002 

$

190 

$

44 

$

— 

$

11,236 

Short-term borrowings

224 

— 

— 

— 

224 

Long-term borrowings (1) (2)

(37)

33,850 

(2)

1,974 

35,785 

Total contractual obligations

$

11,189 

$

34,040 

$

42 

$

1,974 

$

47,245 

Commitments:

Financing commitments

$

25,899 

$

10,194 

$

8,226 

$

7,407 

$

51,726 

Letters of credit

1,891 

541 

279 

100 

2,811 

Deferred purchase agreements

1,723 

— 

— 

— 

1,723 

Purchase and funding commitments

102 

— 

— 

— 

102 

Affordable housing partnerships (1)

584 

662 

24 

51 

1,321 

Total commitments

$

30,199 

$

11,397 

$

8,529 

$

7,558 

$

57,683 

(1)    Long-term borrowings are presented net of purchase accounting adjustments of $78 million. On-balance sheet commitments for affordable housing partnerships are included in other liabilities and presented net of a purchase accounting adjustment of $14 million.

(2)    Balance in parenthesis represents the estimated amortization of the purchase accounting adjustment and deferred costs in excess of any principal balance.

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Long-term Borrowings

As displayed above in Table 49, we do not have any significant long-term debt obligations due until the Purchase Money Note matures. While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty. As noted above in “Executive Overview—Recent Events,” FCB made a $2.49 billion Partial Prepayment of the Purchase Money Note in December 2025 and additional prepayments of $500 million in both January and February 2026. We will continue to monitor the interest rate environment and FCB’s collateral position for the Purchase Money Note and assess whether any further voluntary prepayments are prudent considering the fixed rate of 3.50%. Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), FHLB advances, deposit growth, loan portfolio sales, and issuance of perpetual preferred stock, unsecured debt or other borrowings. At the time of any further voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of prepayment could be higher than the 3.50% rate.

Refer to the respective “Deposits” and “Borrowings” discussions in the “Balance Sheet Analysis—Interest-bearing Liabilities” section of this MD&A for further details. The Purchase Money Note is discussed further in Note 2—Business Combinations.

Strategic Risk

The risk arising from ill-advised business decisions, ineffective implementation, or the failure to adapt to changes in the external and internal operating environment which can result in financial loss or reduced competitiveness and hinder BancShares’ ability to achieve its strategic objectives.

Operational Risk

The risk arising from inadequate or failed internal processes or systems, human errors, or adverse external events which may result in impact to current or projected financial condition and resilience.

Capital Adequacy Risk

The risks associated with maintaining inadequate levels or an unsuitable composition of capital. Refer to the “Capital” section further in this MD&A.

Compliance Risk

The risk arising from a failure to adhere to applicable laws, regulations, internal policies, or other industry standards which can result in financial loss, regulatory sanctions, reputational harm, operational disruptions, and/or strategic objectives.

Refer to the section Item 1A. Risk Factors in this Form 10-K for further discussion of potential risks associated with our business.

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CAPITAL

Capital requirements applicable to BancShares are discussed in the “Regulatory Considerations” section in Item 1. Business of this Form 10-K.

Common and Preferred Stock Dividends

During 2025, we paid quarterly dividends of $1.95 per share during the first three quarters and $2.10 per common share in the fourth quarter, on the Class A common stock and Class B common stock. In January 2026, the Board declared a quarterly dividend on the Class A common stock and Class B common stock of $2.10 per common share. The dividends are payable on March 16, 2026 to stockholders of record as of February 27, 2026.

During 2025, we paid quarterly dividends on our Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock as disclosed in Note 15—Stockholders' Equity. In January 2026, the Board declared dividends on our Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock in accordance with their terms. The dividends are payable on March 16, 2026.

Capital Composition and Ratios

As discussed earlier in the “Executive Overview—Recent Events” section of this MD&A, the Board authorized the 2024 SRP, and the 2025 SRP, which permitted repurchases upon completion of the 2024 SRP. During the current year, we repurchased 1,578,462 shares. Repurchases under the 2025 SRP commenced in September 2025 upon the completion of the 2024 SRP in August 2025. Refer to the “Executive Overview—Recent Events” section above for more information and Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities for fourth quarter 2025 monthly repurchase activity.

The following table summarizes the change in outstanding Class A common stock through December 31, 2025. Refer to Note 15—Stockholders' Equity for additional information.

Table 50

Changes in Shares of Class A Common Stock Outstanding

Year Ended December 31, 2025

Class A common stock shares outstanding at beginning of period

12,712,436 

Shares repurchased under authorized repurchase plan

(1,578,462)

Class A common stock shares outstanding at end of period

11,133,974 

We also had 1,005,185 Class B common stock outstanding at December 31, 2025 and December 31, 2024.

We are committed to effectively managing our capital to protect our depositors, creditors and stockholders. We continually monitor the capital levels and ratios for BancShares and FCB to ensure they exceed the minimum requirements imposed by regulatory authorities and to ensure they are appropriate given growth projections, risk profile and potential changes in the regulatory or external environment. Failure to meet certain capital requirements may result in actions by regulatory agencies that could have a material impact on our operations or consolidated financial statements.

In accordance with GAAP, the unrealized gains and losses on certain assets and liabilities, net of deferred taxes, are included in AOCI within stockholders’ equity. These amounts are excluded from the calculation of our Regulatory Capital Ratios under current regulatory guidelines.

83

Table 51

Analysis of Capital Adequacy

dollars in millions

Basel III Requirements

PCA Well Capitalized Thresholds

December 31, 2025

December 31, 2024

Amount

Ratio

Amount

Ratio

Adjusted Ratio (1)

BancShares

Risk-based capital ratios

Total risk-based capital

10.50 

%

10.00 

%

$

24,945 

13.71 

%

$

24,610 

15.04 

%

14.27 

%

Tier 1 risk-based capital

8.50 

8.00 

21,660 

11.91 

22,137 

13.53 

12.84 

Common equity Tier 1

7.00 

6.50 

20,285 

11.15 

21,256 

12.99 

12.33 

Tier 1 leverage ratio

4.00 

5.00 

21,660 

9.29 

22,137 

9.90 

n/a (2)

FCB

Risk-based capital ratios

Total risk-based capital

10.50 

%

10.00 

%

$

24,739 

13.62 

%

$

23,975 

14.66 

%

13.91 

%

Tier 1 risk-based capital

8.50 

8.00 

22,796 

12.55 

21,852 

13.37 

12.68 

Common equity Tier 1

7.00 

6.50 

22,796 

12.55 

21,852 

13.37 

12.68 

Tier 1 leverage ratio

4.00 

5.00 

22,796 

9.79 

21,852 

9.78 

n/a (2)

(1) Adjusted capital ratios exclude the impact of the FDIC Shared-Loss Agreement and are considered non-GAAP measures. Refer to the “Non-GAAP Financial Measurements” section of this MD&A for a reconciliation from the most comparable GAAP measure to the non-GAAP measure.

(2) The adjusted tier 1 leverage ratio is not applicable because the FDIC Shared-Loss Agreement did not impact the tier 1 leverage ratio.

As of December 31, 2025, BancShares and FCB had total risk-based capital ratio conservation buffers of 5.71% and 5.62%, respectively, which are in excess of the Basel III conservation buffer of 2.50%. As of December 31, 2024, BancShares and FCB’s total risk-based capital ratio conservation buffers were 7.04% and 6.66%, respectively. The capital ratio conservation buffers represent the excess of the regulatory capital ratios as of December 31, 2025 and December 31, 2024 over the Basel III minimum for the applicable ratio.

Additional Tier 1 capital for BancShares includes perpetual preferred stock. Additional Tier 2 capital for BancShares and FCB primarily consists of qualifying ALLL and qualifying subordinated debt.

Refer to Note 17—Regulatory Capital for additional information.

Termination of the Shared-Loss Agreement with the FDIC

FCB and the FDIC entered into the Shared-Loss Termination Agreement on April 7, 2025 (the “Shared-Loss Termination Date”) as further discussed in the “Executive Overview—Recent Events” section of this MD&A. The risk-based capital ratios of FCB and BancShares for periods in which the Shared-Loss Agreement (as defined in Note 2—Business Combinations) was effective were calculated using favorable RWA assumptions permissible for Covered Assets (as defined in Note 2—Business Combinations). After the Shared-Loss Termination Date, FCB and BancShares are not permitted to apply the favorable RWA assumptions to assets that were previously Covered Assets. As of December 31, 2024, the table above presents risk-based capital ratios (which include the impact of the Shared-Loss Agreement) and adjusted ratios (which exclude the impact of the Shared-Loss Agreement). Refer to the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

CRITICAL ACCOUNTING ESTIMATES

The accounting and reporting policies of BancShares are in accordance with GAAP and are described in Note 1—Significant Accounting Policies and Basis of Presentation.

The preparation of financial statements in conformity with GAAP requires us to exercise judgment in determining many of the estimates and assumptions utilized to arrive at the carrying value of assets and liabilities and amounts reported for revenues and expenses. Our financial condition and results of operations could be materially affected by changes to these estimates and assumptions.

We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements. The accounting estimate related to the determination of the ALLL is considered to be a critical accounting estimate because considerable judgment and estimation is applied by management.

84

ALLL

The ALLL represents management’s best estimate of credit losses expected over the life of the loan or lease, adjusted for expected contractual payments and the impact of prepayment expectations. Estimates for loan and lease losses are determined by analyzing quantitative and qualitative components present as of the evaluation date.

The ALLL is calculated based on a variety of considerations, including, but not limited to actual net loss history of the various loan and lease pools, delinquency trends, changes in forecasted economic conditions, loan growth, estimated loan life, and changes in portfolio credit quality. Loans and leases are segregated into pools with similar risk characteristics and each have a model that is utilized to estimate the ALLL.

Macroeconomic Forecasts Utilized in the Estimate of the ALLL

While management utilizes its best judgment and information available, the ultimate adequacy of our ALLL is dependent upon a variety of factors beyond our control which are inherently difficult to predict, the most significant being the macroeconomic scenario forecasts that determine the economic variables, including the U.S. unemployment rate, U.S. real GDP, home price index (“HPI”), and CRE price index utilized in the ALLL models. These economic variables are based on macroeconomic scenario forecasts with a forecast horizon that covers the reasonable and supportable period. Due to the inherent uncertainty in the macroeconomic forecasts, BancShares utilizes baseline, upside, and downside macroeconomic scenarios and probability weights the scenarios based on review of variable forecasts for each scenario and comparison to expectations.

The potential impacts of new trade, tariff and other economic policies in the United States were more prevalently reflected in the baseline macroeconomic scenario, which resulted in a modest shift in our weighting from the downside to baseline economic scenario in the second quarter of 2025. The scenario weighting at December 31, 2025 was unchanged since the second quarter shift.

At December 31, 2025, ALLL estimates ranged from approximately $1.33 billion, when weighing the upside scenario 100%, to approximately $1.98 billion when weighting the downside scenario 100%. BancShares management determined that an ALLL of $1.57 billion was appropriate as of December 31, 2025.

The following table presents the U.S. unemployment rate, U.S. real GDP, HPI, and CRE price index based on the weighted-average scenario forecasts used in determining the ALLL at December 31, 2025 and December 31, 2024. The projected trends in the macroeconomic variables below may fluctuate depending on the underlying scenarios and our scenario weighting assumptions utilized for the applicable period.

Table 52

Select Variables in ALLL Weighted-average Scenarios

Assumptions as of December 31, 2025

2026

2027

2028

U.S. unemployment rate (1)

5.2 

%

5.4 

%

5.1 

%

U.S. real GDP (2)

1.5 

%

1.6 

%

2.0 

%

HPI (2)

(1.4)

%

2.2 

%

3.5 

%

CRE price index (2)

(3.4)

%

(1.6)

%

4.1 

%

Assumptions as of December 31, 2024

2025

2026

2027

U.S. unemployment rate (1)

5.0 

%

5.1 

%

4.7 

%

U.S. real GDP (2)

1.4 

%

1.7 

%

2.3 

%

HPI (2)

(1.3)

%

2.0 

%

2.8 

%

CRE price index (2)

(3.6)

%

0.4 

%

8.8 

%

(1) Assumptions as of December 31, 2025 represent the projected quarterly averages for the years ending December 31, 2026, 2027, and 2028. Assumptions as of December 31, 2024 represent the projected quarterly averages for the years ending December 31, 2025, 2026, and 2027.

(2) Represents the projected year-over-year percent changes.

Qualitative Component of the ALLL

ALLL model outputs may be adjusted through a qualitative assessment to reflect trends that may not be adequately reflected within the models, which could include economic conditions, uncertainty in macroeconomic forecasts, credit quality, risk to specific industry concentrations, and any significant policy and underwriting changes. These qualitative adjustments are also used to accommodate for the imprecision of certain assumptions and uncertainties inherent in the model calculations.

85

Current economic conditions and forecasts can change which could affect the anticipated amount of estimated credit losses and therefore the appropriateness of the ALLL. It is difficult to estimate how potential changes in any one economic factor or input might affect the overall ALLL because a wide variety of factors and inputs are considered in estimating the ALLL and changes in those factors and inputs considered may not occur at the same rate and may not be consistent across all product types. Additionally, changes in factors and inputs may be directionally inconsistent, such that improvement in one factor may offset deterioration in others.

Accounting policies related to the ALLL are discussed in Note 1—Significant Accounting Policies and Basis of Presentation. For more information regarding the ALLL, refer to the “Risk Management—Credit Risk— ALLL” section of this MD&A and Note 6—Allowance for Loan and Lease Losses.

RECENT ACCOUNTING PRONOUNCEMENTS

BancShares adopted the following FASB Accounting Standards Updates (“ASUs”) as of January 1, 2026:

ASU

Summary

Effective Date and Expected Impact

ASU 2025-08—Financial Instruments — Credit Losses (Topic 326): Purchased Loans Issued November 2025

Under this ASU, purchased seasoned loans (“PSLs” as described below) must be recognized at the purchase price, plus the ALLL at the acquisition date (the “Gross-Up Approach”). Since the ALLL at the acquisition date is established through the Gross-Up Approach, there is no corresponding increase to the provision for credit losses (“Day 2 Provision for Loan and Lease Losses”).

Prior to this ASU, the Gross-Up Approach was only permitted for PCD loans, while the initial ALLL for Non-PCD loans was established through the Day 2 Provision for Loan and Lease Losses. Under this ASU, the Gross-Up Approach applies to PCD loans and the following Non-PCD loans which qualify as PSLs: (i) non-credit card loans acquired in a business combination and (ii) non-credit card loans purchased more than 90 days after origination in a non-business combination transaction, provided the acquirer was not involved in the original lending. This ASU specifically excludes credit card loans from the definition of PSLs.

This ASU is effective for annual and interim periods beginning after December 15, 2026. Early adoption is permitted as of the beginning of an interim or annual reporting period. This ASU must be applied prospectively.

We early adopted this ASU on January 1, 2026 (the “Adoption Date”). We are currently evaluating the impact of this ASU on our consolidated financial statements and disclosures. For business combinations or loan acquisitions that close after the Adoption Date, this ASU could reduce the Day 2 Provision for Loan and Lease Losses, and the subsequent credit-related loan PAA that was prevalent for Non-PCD loans acquired prior the Adoption Date.

ASU 2025-05—Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets Issued July 2025

This ASU provides an optional practical expedient which permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when estimating the ALLL for accounts receivable.

This ASU is effective for annual and interim reporting periods beginning after December 15, 2025. We adopted this ASU as of January 1, 2026.

We did not elect the optional practical expedient and adoption of this ASU did not impact our consolidated financial statements and disclosures.

86

The following ASUs issued by the FASB have not been adopted BancShares as of January 1, 2026:

ASU

Summary

Effective Date and Expected Impact

ASU 2024-03—Income Statement—Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses

Issued November 2024

This ASU enhances expense disclosures, primarily by requiring footnote disaggregation of specified expenses in a tabular format. This ASU does not change the requirements for the presentation of expenses on the consolidated statements of income.

This ASU is effective for annual reporting periods

beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted. This ASU may be applied prospectively or retrospectively.

We are currently evaluating the impact of this ASU on our notes to the consolidated financial statements. We do not plan to early adopt this ASU.

ASU 2025-06—Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software Issued September 2025

This ASU amends certain aspects of the accounting for internal-use software. This ASU eliminated references to software development stages, which were previously determinants of whether internal-use software costs should be capitalized. This ASU also provided more specific criteria to assess when determining whether internal-use software costs should be capitalized.

This ASU is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the beginning of an annual reporting period. This ASU may be applied using either a prospective, retrospective, or modified transition approach.

We are currently evaluating the impact of this ASU on our consolidated financial statements. We do not plan to early adopt this ASU on January 1, 2026, but are considering whether we may early adopt on January 1, 2027.

ASU 2025-09—Derivatives and Hedging (Topic 815)—Hedge Accounting Improvements Issued November 2025

This ASU clarified certain aspects of hedge accounting to better reflect the economics of risk management activities. For example, this ASU eliminated the requirement that a group of interest payments be based on the same index in order to be hedged as a group, and provided more flexibility for grouping transactions with similar risks for cash flow hedges.

This ASU is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted on any date on or after the issuance date of this ASU. Entities are required to apply this ASU on a prospective basis for all hedging relationships.

We are currently evaluating the impact of this ASU on our consolidated financial statements and considering whether we may early adopt during 2026.

NON-GAAP FINANCIAL MEASUREMENTS

BancShares provides certain non-GAAP information in reporting its financial results to give investors additional data to evaluate its operations. A non-GAAP financial measure is a numerical measure of a company’s historical or future financial performance or financial position that may either exclude or include amounts, or is adjusted in some way to the effect of including or excluding amounts, as compared to the most directly comparable measure calculated and presented in accordance with GAAP financial statements. BancShares’ management believes that non-GAAP financial measures, when reviewed in conjunction with GAAP financial information, can provide transparency about, or an alternate means of assessing, its operating results and financial position to its investors, analysts and management. These non-GAAP measures should be considered in addition to, and not superior to or a substitute for, GAAP measures presented in BancShares’ consolidated financial statements and other publicly filed reports. In addition, our non-GAAP measures may be different from or inconsistent with non-GAAP financial measures used by other institutions.

Whenever we refer to a non-GAAP financial measure we will generally define and present the most directly comparable financial measure calculated and presented in accordance with GAAP, along with a reconciliation between the GAAP financial measure and the non-GAAP financial measure. We describe each of these measures below and explain why we believe the measure to be useful.

87

Net Rental Income on Operating Lease Equipment for Commercial Bank and Rail Segments

Commercial Bank segment net income, rental income on operating lease equipment, and net rental income on operating lease equipment are utilized to measure profitability. Net rental income on operating lease equipment is a non-GAAP measure calculated as rental income on operating lease equipment less depreciation on operating lease equipment, as well as maintenance and other operating lease expenses, if any. This measure is meaningful because it enables management to monitor the performance and profitability of operating leases after deducting direct expenses.

The following tables reconcile the most comparable GAAP measures to the non-GAAP measures for the Commercial Bank and Rail segments.

Table 53

Commercial Bank Segment

dollars in millions

Year Ended December 31,

2025

2024

2023

Rental income on operating leases (GAAP)

$

219 

$

227 

$

231 

Less: depreciation on operating lease equipment

175 

185 

179 

Net rental income on operating lease equipment (non-GAAP)

$

44 

$

42 

$

52 

Rail segment net income, rental income on operating lease equipment and net rental income on operating lease equipment are utilized to measure profitability. Net rental income on operating lease equipment is calculated as rental income on operating lease equipment reduced by depreciation, maintenance and other operating lease expenses. This measure is meaningful because it enables management to monitor the performance and profitability of operating leases after deducting direct expenses. Due to the nature of the Rail segment portfolio, which is essentially all operating lease equipment, certain financial measures commonly used by banks, such as NII, are not as meaningful for the Rail segment. NII is not used because it includes the impact of debt costs funding our operating lease assets but excludes the associated net rental income.

Table 54

Rail Segment

dollars in millions

Year Ended December 31,

2025

2024

2023

Rental income on operating leases (GAAP)

$

877 

$

821 

$

740 

Less: depreciation on operating lease equipment

223 

209 

192 

Less: maintenance and other operating lease expenses

244 

219 

222 

Net rental income on operating lease equipment (non-GAAP)

$

410 

$

393 

$

326 

88

NII, NIM, and Interest Income on Loans and Leases, Excluding PAA

NII and NIM, excluding PAA, and interest income on loans and leases, excluding loan PAA are meaningful metrics as they allow management to analyze NII, NIM and loan and lease interest income trends more directly related to the rates of the underlying interest-earning assets and interest-bearing liabilities. Loan PAA is primarily related to the loan discount in the SVBB Acquisition. Other PAA is primarily related to the discount on the Purchase Money Note and the premium on deposits assumed in the merger with CIT Group Inc.

The following table reconciles NII to NII, excluding PAA, NIM to NIM, excluding PAA, and interest income on loans and leases to interest income on loans and leases, excluding loan PAA:

Table 55

NII, NIM, and Interest Income on Loans and Leases, Excluding PAA

dollars in millions

Year Ended December 31,

2025

2024

2023

NII (GAAP)

a

$

6,814 

$

7,143 

$

6,712 

Loan PAA

b

289 

505 

733 

Other PAA

c

(38)

(24)

7 

PAA

d = (b+c)

251 

481 

740 

NII, excluding PAA (non-GAAP)

e = (a-d)

$

6,563 

$

6,662 

$

5,972 

Average interest-earning assets

f

$

209,658 

$

201,578 

$

170,771 

NIM (GAAP)

a/f

3.25 

%

3.54 

%

3.92 

%

NIM, excluding PAA (non-GAAP)

e/f

3.13 

3.30 

3.50 

Interest income on loans and leases (GAAP)

$

9,096 

$

9,528 

$

8,187 

Less: loan PAA

b

289 

505 

733 

Interest income on loans and leases, excluding loan PAA (non-GAAP)

$

8,807 

$

9,023 

$

7,454 

89

Adjusted Risk-Based Capital Ratios

FCB and the FDIC entered into the Shared-Loss Termination Agreement on April 7, 2025, after which time FCB and BancShares were no longer permitted to apply favorable RWA assumptions to the Covered Assets. Adjusted risk-based capital ratios exclude the favorable RWA assumptions related to the Shared-Loss Agreement. Adjusted risk-based capital ratios as of December 31, 2024 are meaningful metrics for comparison to risk-based capital ratios as of December 31, 2025 (which exclude the impacts of the Shared-Loss Agreement as a result of the Shared-Loss Termination Agreement). Refer to the “Capital” section of this MD&A for further discussion.

The following table reconciles the Shared-Loss Agreement impact to the total risk-based, CET1 and tier 1 capital ratios of BancShares and FCB:

Table 56

Adjusted Risk-Based Capital Ratios

December 31, 2024

BancShares

FCB

Risk-weighted assets (GAAP)

a

$

163,615 

$

163,493 

Plus: impact of FDIC Shared-Loss Agreement

8,813 

8,813 

Adjusted risk-weighted assets (non-GAAP)

b

$

172,428 

$

172,306 

Total Risk-Based Capital Ratio

Total risk-based capital

c

$

24,610 

$

23,975 

Total risk-based capital ratio (GAAP)

c/a

15.04 

%

14.66 

%

Less: impact of FDIC Shared-Loss Agreement

0.77 

0.75 

Adjusted total risk-based capital ratio (non-GAAP)

c/b

14.27 

%

13.91 

%

CET1 Capital Ratio

CET1 capital

d

$

21,256 

$

21,852 

CET1 capital ratio (GAAP)

d/a

12.99 

%

13.37 

%

Less: impact of FDIC Shared-Loss Agreement

0.66 

0.69 

Adjusted CET1 capital ratio (non-GAAP)

d/b

12.33 

%

12.68 

%

Tier 1 Risk-Based Capital Ratio

Tier 1 risk-based capital

e

$

22,137 

$

21,852 

Tier 1 risk-based capital ratio (GAAP)

e/a

13.53 

%

13.37 

%

Less: impact of FDIC Shared-Loss Agreement

0.69 

0.69 

Adjusted tier 1 risk-based capital ratio (non-GAAP)

e/b

12.84 

%

12.68 

%

90

Forward-Looking Statements

Statements in this Annual Report on Form 10-K contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 regarding the financial condition, results of operations, business plans, asset quality, future performance, and other strategic goals of BancShares. Words such as “anticipates,” “believes,” “estimates,” “expects,” “predicts,” “forecasts,” “intends,” “plans,” “projects,” “targets,” “designed,” “could,” “may,” “should,” “will,” “potential,” “continue,” “aims,” “strives” or other similar words and expressions are intended to identify these forward-looking statements. These forward-looking statements are based on BancShares’ current expectations and assumptions regarding BancShares’ business, the economy, and other future conditions.

Because forward-looking statements relate to future results and occurrences, they are subject to inherent risks, uncertainties, changes in circumstances and other factors that are difficult to predict. Many possible events or factors could affect BancShares’ future financial results and performance and could cause actual results, performance or achievements of BancShares to differ materially from any anticipated results expressed or implied by such forward-looking statements. Such risks and uncertainties include, among others, general competitive, economic (including the imposition of tariffs, retaliatory tariff measures, or trade barriers on trading partners), political (including impacts of any U.S. government shutdown), geopolitical events (including conflicts or developments in Ukraine, the Middle East, and Latin America), natural disasters and market conditions, including changes in competitive pressures among financial institutions and the impacts related to or resulting from previous bank failures, the risks and impacts of future bank failures and other volatility in the banking industry, public perceptions of our business practices, including our deposit pricing and acquisition activity, the financial success or changing conditions or strategies of BancShares’ vendors or customers, including changes in demand for deposits, loans and other financial services, fluctuations in interest rates, changes in the quality or composition of BancShares’ loan or investment portfolio, actions of government regulators, including interest rate decisions by the Federal Reserve, changes to estimates of future costs and benefits of actions taken by BancShares, BancShares’ ability to maintain adequate sources of funding and liquidity, the potential impact of decisions by the Federal Reserve on BancShares’ capital plans, adverse developments with respect to U.S. or global economic conditions, including significant turbulence in the capital or financial markets, the impact of any sustained or elevated inflationary environment, the impact of any cyberattack, information or security breach, the impact of implementation and compliance with current or proposed laws, regulations and regulatory interpretations, including potential increased regulatory requirements, limitations, and costs, such as FDIC special assessments, increases to FDIC deposit insurance premiums, changes in regulatory capital requirements, or limitations on credit card interest rates, along with the risk that such laws, regulations and regulatory interpretations may change, the availability of capital and personnel, and the risks associated with BancShares’ previously completed acquisition transactions, the pending BMO Branch Acquisition, or any future transactions.

BancShares’ 2025 SRP allows BancShares to repurchase shares of its Class A common stock through 2026. BancShares is not obligated under the 2025 SRP to repurchase any minimum or particular number of shares, and repurchases may be suspended or discontinued at any time (subject to the terms of any Rule 10b5-1 plan in effect) without prior notice. The authorization to repurchase Class A common stock pursuant to the 2025 SRP will be utilized at management’s discretion. The actual timing and amount of Class A common stock that may be repurchased under the plan will depend on a number of factors, including the terms of any Rule 10b5-1 plan then in effect, price, general business and market conditions, regulatory requirements, and alternative investment opportunities or capital needs.

Except to the extent required by applicable laws or regulations, BancShares disclaims any obligation to update forward-looking statements or to publicly announce the results of any revisions to any of the forward-looking statements included herein to reflect future events or developments. Additional factors which could affect the forward-looking statements may be included in BancShares’ other filings with the SEC.