HANCOCK WHITNEY CORP (HWC)

CIK: 0000750577. SIC: 6022 State Commercial Banks. Latest 10-K as of: 2026-02-27.

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

SEC company page: https://www.sec.gov/edgar/browse/?CIK=750577. Latest filing source: 0001193125-26-077903.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000750577.json. Derived margins 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. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000750577.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: 0001193125-26-212425.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-05-07. Report date: 2026-03-31.

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

FORWARD-LOOKING STATEMENTS

The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and its subsidiaries during the three months ended March 31, 2026 and selected comparable prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources. This discussion and analysis is intended to highlight and supplement financial and operating data and information presented elsewhere in this report, including the consolidated financial statements and related notes. The discussion contains forward-looking statements within the meaning and protections of section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, our actual results may differ from those expressed or implied by the forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this Quarterly Report on Form 10-Q and in other reports or documents that we file from time to time with the SEC include, but are not limited to, the following:

•
general economic and business conditions in our local markets, including conditions affecting employment levels, interest rates, inflation, the threat of recession, volatile equity capital markets, property and casualty insurance costs, collateral values, customer income, creditworthiness and confidence, spending and savings that may affect customer bankruptcies, defaults, charge-offs and deposit activity; and the impact of the foregoing on customer behavior (including the velocity and levels of deposit withdrawals and loan repayment);

•
uncertainties surrounding geopolitical conflict, trade policy, taxation policy, and monetary policy, which continue to impact the outlook for future economic growth; a sustained increase in commodity prices; impacts from current and/or future imposition of tariffs by the United States against other nations; consideration of responsive actions by these nations, including retaliatory tariffs, or the expansion of import fees and tariffs among a larger group of nations is bringing greater ambiguity to the outlook for future economic growth, including reduced consumer spending, lower economic growth or recession, reduced demand for U.S. exports, disruptions to supply chains, impacts from decreased international tourism, decreased demand for banking products and services, and negative credit quality developments arising from the foregoing or other factors;

•
adverse developments in the banking industry highlighted by high-profile bank failures and the potential impact of such developments on customer confidence, liquidity and regulatory responses to these developments (including increases in the cost of our deposit insurance assessments), the Company's ability to effectively manage its liquidity risk and any growth plans, and the availability of capital and funding;

•
balance sheet and revenue growth expectations may differ from actual results;

•
the risk that our provision for credit losses may be inadequate or may be negatively affected by credit risk exposure;

•
loan growth expectations;

•
management’s predictions about charge-offs;

•
fluctuations in commercial and residential real estate values, especially as they relate to the value of collateral supporting the Company's loans;

•
the risk that our enterprise risk management framework may not identify or address risks adequately, which may result in unexpected losses;

•
the impact of business combinations on our performance and financial condition including our ability to successfully integrate the businesses;

•
the potential impact of third-party business combinations in our footprint on our performance and financial condition;

•
deposit trends, including growth, pricing and betas;

•
credit quality trends;

•
changes in interest rates, including actions taken by the Federal Reserve Board and the impact of fluctuations in interest rates on our financial projections, models and guidance;

•
net interest margin trends, including the impact of ongoing elevated interest rates;

•
changes in the cost and availability of funding due to changes in the deposit and credit markets;

•
success of revenue-generating and cost reducing initiatives;

•
future expense levels;

•
changes in expense to revenue (efficiency ratio), including the risk that we may not realize and/or sustain benefits from efficiency and growth initiatives or that we may not be able to realize cost savings or revenue benefits in the time period expected, which could negatively affect our future profitability;

•
the impact of supplemental disclosure items on our results of operations;

•
the effectiveness of derivative financial instruments and hedging activities to manage risks;

•
risks related to our reliance on third parties to provide key components of our business infrastructure, including the risks related to disruptions in services or financial difficulties of a third-party vendor;

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•
risks related to potential claims, damages, penalties, fines and reputational damage resulting from pending or future litigation, regulatory proceedings or enforcement actions;

•
risks related to the ability of our operational framework to manage risks associated with our business such as credit risk and operation risk, including third-party vendors and other service providers, which could, among other things, result in a material breach of operating or security systems as a result of a cyber-attack or similar acts;

•
the extensive use, reliability, disruption, and accuracy of the models and data upon which we rely;

•
risks related to our implementation of new lines of business, new products and services, new technologies, and expansion of our existing business opportunities;

•
risks related to the development and use of artificial intelligence;

•
projected tax rates;

•
future profitability;

•
purchase accounting impacts, such as accretion levels;

•
our ability to identify and address potential cybersecurity risks and/or breaches, which may be exacerbated by recent developments in generative artificial intelligence, on our systems and/or third party vendors and service providers on which we rely, a material failure of which could disrupt our business and result in the disclosure of and/or misuse or misappropriation of confidential or proprietary information, disruption or damage to our systems, increased costs, losses, or adverse effects to our reputation;

•
our ability to receive dividends from Hancock Whitney Bank could affect our liquidity, including our ability to pay dividends or take other capital actions;

•
the risk that we may be required to make substantial expenditures to keep pace with regulatory initiatives and rapid technology changes in the financial services market;

•
the impact on our financial results, reputation, and business if we are unable to comply with all applicable federal and state regulations or other supervisory actions or directives and any necessary capital initiatives;

•
our ability to effectively compete with other traditional and non-traditional financial services companies, some of whom possess greater financial resources than we do or are subject to different regulatory standards;

•
our ability to maintain adequate internal controls over financial reporting;

•
the financial impact of future tax legislation;

•
the effects of geopolitical conflicts, war or other conflicts, acts of terrorism, climate change, natural disasters such as hurricanes, freezes, flooding, man-made disasters, such as oil spills, health emergencies, epidemics or pandemics, or other catastrophic events that may affect general economic conditions, and/or increase costs, including, but not limited to, property and casualty and other insurance costs;

•
risks related to diversity, equity and inclusion, and environmental, social and governance legislation, rulemaking, activism and litigation, the scope and pace of which could alter our reputation and shareholder, associate, customer and third-party affiliations;

•
changes in laws and regulations affecting our businesses, including governmental monetary and fiscal policies, legislation and regulations relating to bank products and services, increased regulatory scrutiny resulting from bank failures, as well as changes in the enforcement and interpretation of such laws and regulations by applicable governmental and self-regulatory agencies, which could require us to change certain business practices, increase compliance risk, reduce our revenue, impose additional costs on us, or otherwise negatively affect our businesses;

•
the impact of federal government shutdowns, and uncertainties stemming from extended durations of such;

•
the potential implementation of a regulatory reform agenda impacting rulemaking, supervision, examination and enforcement priorities of the federal banking agencies; and

•
the risk that the regulatory environment may not be conducive to or may prohibit the consummation of future mergers and/or business combinations, may increase the length of time and amount of resources required to consummate such transactions, and the potential to reduce anticipated benefits from such mergers or combinations.

Also, any statement that does not describe historical or current facts is a forward-looking statement. These statements often include the words “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “forecast,” “goals,” “targets,” “initiatives,” “focus,” “potentially,” “probably,” “projects,” “outlook,” or similar expressions or future conditional verbs such as “may,” “will,” “should,” “would,” and “could.” Forward-looking statements are based upon the current beliefs and expectations of management and on information currently available to management. Our statements speak as of the date hereof, and we do not assume any obligation to update these statements or to update the reasons why actual results could differ from those contained in such statements in light of new information or future events.

Forward-looking statements are subject to significant risks and uncertainties. Investors are cautioned against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward looking statements. Additional factors that could cause actual results to differ materially can be found in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025, or in other periodic reports that we file with the SEC.

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You are cautioned not to place undue reliance on these forward-looking statements. We do not intend, and undertake no obligation, to update or revise any forward-looking statements, whether as a result of differences in actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law.

OVERVIEW

Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations include non-GAAP measures used to describe our performance. These non-GAAP financial measures have inherent limitations as analytical tools and should not be considered on a standalone basis or as a substitute for analyses of financial condition and results as reported under GAAP. Non-GAAP financial measures are not standardized and therefore, it may not be possible to compare these measures with other companies that present measures having the same or similar names. These disclosures should not be considered an al

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

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-27. Report date: 2025-12-31.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The objective of this discussion and analysis is to provide material information relevant to the assessment of the financial condition and results of operations of Hancock Whitney Corporation and its subsidiaries during the year ended December 31, 2025 and selected prior periods, including an evaluation of the amounts and certainty of cash flows from operations and outside sources. This discussion and analysis is intended to highlight and supplement financial and operating data and information presented elsewhere in this report, including the consolidated financial statements and related notes. The discussion contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, our actual results may differ from those expressed or implied by the forward-looking statements. See Forward-Looking Statements in Part I of this Annual Report.

Non-GAAP Financial Measures

Management’s Discussion and Analysis of Financial Condition and Results of Operations include non-GAAP measures used to describe our performance. A reconciliation of those measures to GAAP measures are provided in Table 1 “Consolidated Financial Results” and Table 31 “Quarterly Consolidated Financial Results” of this section. The following is an overview of the non-GAAP measures used and the reasons why management believes they are useful and important in understanding the Company’s financial condition and results of operations included below.

Consistent with the provisions of Subpart 229.1400 of Regulation S-K, “Disclosures by Bank and Savings and Loan Registrants,” we present net interest income, net interest margin and efficiency ratios on a fully taxable equivalent (te) basis. The te basis adjusts for the tax-favored status of interest income from certain loans and investments using the statutory federal tax rate (21% for all periods presented) to increase tax-exempt interest income to a taxable-equivalent basis. This measure is the preferred industry measurement of net interest income and it enhances comparability of net interest income arising from taxable and tax-exempt sources.

We present certain additional non-GAAP financial measures to assist the reader with a better understanding of the Company’s performance period over period, as well as to provide investors with assistance in understanding the success management has experienced in executing its strategic initiatives. The Company highlights certain items that are outside of our principal business and/or are not indicative of forward-looking trends in supplemental disclosure items below our GAAP financial data and presents certain “Adjusted” ratios that exclude these disclosed items. These adjusted ratios provide management and the reader with a measure that may be more indicative of forward-looking trends in our business, as well as demonstrates the effects of significant gains or losses and changes.

We define Adjusted Pre-Provision Net Revenue as net income excluding provision expense and income tax expense, plus the taxable equivalent adjustment (as defined above), less supplemental disclosure items (as defined above). Management believes that adjusted pre-provision net revenue is a useful financial measure because it enables investors and others to assess the Company’s ability to generate capital to cover credit losses through a credit cycle. We define Adjusted Revenue as net interest income (te) and noninterest income less supplemental disclosure items. We define Adjusted Noninterest Expense as noninterest expense less supplemental disclosure items. We define our Efficiency Ratio as noninterest expense to total net interest income (te) and noninterest income, excluding amortization of purchased intangibles and supplemental disclosure items, if applicable. Management believes adjusted revenue, adjusted noninterest expense and the efficiency ratio are useful measures as they provide a greater understanding of ongoing operations and enhance comparability with prior periods.

EXECUTIVE OVERVIEW

The discussions and analyses that follow provide insight into the impact of macroeconomic and industry trends on our performance in the most recent fiscal year, and our outlook for the near term.

Acquisition

On May 2, 2025, we completed the acquisition of Sabal Trust Company (“Sabal”). Based in St. Petersburg, Florida, with three additional locations in the Central Florida region, Sabal was the largest independent, employee-owned non-depository trust company in Florida. The transaction added assets under management and administration of approximately $3 billion to our existing trust and asset management business and provides the opportunity to develop relationships and offer other private banking, wholesale and retail products and services in high-growth markets. For additional information on this transaction, refer to Note 2 – "Acquisition" in the notes to our consolidated financial statements included elsewhere in this document.

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Subsequent Event

In January 2026, we executed a restructuring of our available for sale securities portfolio whereby we sold securities with an amortized cost of $1.5 billion and average yield of 2.49% and reinvested the $1.4 billion of proceeds with the purchase of securities with an average yield of 4.35%. We anticipate a 50 month payback period to cover the $98.5 million pre-tax loss associated with the sale, or approximately $0.93 per diluted share after tax, that will be reflected in our first quarter 2026 operating results. The restructure is expected to contribute approximately $23.8 million to net interest income, or $0.23 per diluted share, resulting in increases of 32 basis points (bps) to the securities portfolio yield and 7 bps to net interest margin on an annual basis.

Current Economic Environment

The year ended December 31, 2025 began with notable economic shifts as the new presidential administration swiftly began implementing its second-term agenda. The impacts of tariffs, tax reform, deportations, and deregulation each carried distinct economic and market implications. Tariffs quickly became the most influential factor, creating cost pressures across supply chains. Further, concerns over the pace and scale of tariffs created increased uncertainty as to near and long term effects that led to significant volatility in equity markets in the early part of the year. As policy clarity improved, markets successfully rebounded from the steep descent and remained strong for the duration of the year.

Labor market statistics continued to indicate weakening that stemmed from policy uncertainty, labor force impacts of deportation efforts and the increasing use of artificial intelligence. Job gains decelerated substantially compared to 2024, and the unemployment rate rose to 4.4% in December 2025 compared to 4.1% a year earlier. Despite deterioration in the labor market, consumer spending remained resilient and real gross domestic product (GDP) displayed growth of approximately 2.2% for 2025, rebounding from a net decline in the first quarter. The Federal Reserve held monetary policy steady for most of the year amid the difficult crosswinds. By September, some stabilization in inflation markers and sustained weakening in the labor market led to a 25 basis point interest rate cut. Operational disruptions and negative economic impacts of the 43-day government shutdown that followed shortly thereafter further clouded the economic picture, but the Federal Reserve subsequently issued two additional 25 basis point cuts in the fourth quarter of 2025, with the expectation that the adjusted rates will allow stabilization in the labor market and the resumption of downward trends in inflationary conditions.

A number of headwinds that have burdened the financial services industry in recent years continued to ease, with many institutions benefiting from recent interest rate movement, robust capital markets, deregulation and credit quality stabilization. Within our markets, loan demand gained momentum and deposit cost pressures eased amid the falling interest rate environment, contributing favorably to net interest margin and profitability.

Economic Outlook

We utilize economic forecasts produced by Moody’s Analytics (Moody’s) that provide various scenarios to assist in the development of our economic outlook. This outlook discussion utilizes the December 2025 Moody’s forecast, the most current available at December 31, 2025. The forecasts are anchored on a baseline forecast scenario, which Moody’s defines as the “most likely outcome” of where the economy is headed based on current conditions. Several upside and downside scenarios are produced that are derived from the baseline scenario and incorporate varying degrees of favorable and unfavorable adjustments to economic indicators and circumstances as compared to the baseline. The macroeconomic variables underlying the December 2025 economic scenarios differ in many respects from the comparable forecasts available at December 31, 2024 given the shift in economic circumstances and risks.

The baseline economic scenario acknowledges that economic policy under the current administration is rapidly shifting. Key assumptions within the December 2025 baseline forecast include the following: (1) the effective tariff rate will rise from just over 2% at the start of 2025 to approximately 12% by early 2026 before gradually falling late in the decade; (2) while the unemployment rate is still relatively low at 4.4%, it will continue to rise to a peak of 4.8% in late 2026 before gradually returning to near 4% in 2029; (3) GDP growth will begin to decelerate, displaying modest annual below-trend growth in the coming years of 2.1% in 2026, 1.9% in 2027 and 2.1% in 2028; (4) the 10-year U.S. Treasury yield will remain elevated near its current rate through the end of the decade as a result of elevated inflation and a deteriorating fiscal outlook; and (5) the soft economy and a struggling job market will prompt the Federal Reserve to continue to cut its benchmark rate until it reaches 2.75% in early 2027 before a return to its neutral level of 3% in 2028. The scenario further assumes that, with these rate cuts, the recent acceleration in inflation will prove temporary as it is largely due to a one-time price increase caused by higher tariffs.

The S-2 scenario presents a downside alternative to the baseline. The S-2 scenario assumes the impacts of the current administration's tariffs and deportations on the economy are worse than expected, still-elevated interest rates weaken credit-sensitive spending more than anticipated, and there is longer and farther-reaching disturbance from geopolitical conflict. The effective tariff rate is forecasted to increase to 15% and remain elevated through the end of 2028. Further, the S-2 scenario assumes that the unemployment rate will increase considerably to 6.6% in 2026 (peaking at 7.2% in the fourth quarter) before gradually improving to 4.2% in 2029. As a result of these pressures, the U.S. falls into a mild recession beginning in the first quarter of 2026 that lasts for three quarters, with the stock

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market contracting 22% and a peak-to-trough decline in GDP of 1%. The combination of a recession and rising inflation causes the Federal Reserve to lower its benchmark rate moderately over the course of a few quarters; as the recession persists and inflation subsides, the Federal Reserve subsequently reduces the rate more significantly.

Management has deemed certain assumptions underlying the S-2 scenario to be as likely to occur in the near term than those underlying the baseline scenario, and as such, the baseline scenario and the S-2 scenario were each given probability weightings of 50% in the calculation of our allowance for credit losses calculation at December 31, 2025.

The credit loss outlook for our portfolio as a whole has not changed materially since December 31, 2024. We continue to closely monitor our portfolio for customers that are sensitive to prolonged inflation, the elevated interest rate environment, tariffs, labor market conditions and/or other economic circumstances that may impact credit quality.

Rapidly evolving changes in fiscal and other policies of the current administration have created heightened uncertainty as to the impact on the U.S and global economies. The effects of continued elevated inflation, a softening labor market, and the Federal Reserve’s actions to counter those effects, as well as to respond to other economic concerns, could reduce economic growth in the near term. The full extent of the impact of these and other influential factors are uncertain and may have an adverse effect on the U.S. economy, including the possibility of an economic recession or slower growth in the near or midterm.

Highlights of 2025 Financial Results

Net income for the year ended December 31, 2025 was $486.1 million, or $5.67 per diluted common share, compared to $460.8 million, or $5.28 per diluted common share in 2024. Included in the results of the year ended December 31, 2025 is a charge of $5.9 million (pre-tax), or $0.05 per share after tax, attributable to costs associated with the acquisition of Sabal. Included in the results of the year ended December 31, 2024 is a charge of $3.8 million, or $0.03 per diluted share after-tax, supplemental disclosure item attributable to a revision of the FDIC special assessment. The following is an overview of financial results for the year ended December 31, 2025 compared to December 31, 2024:

•
Net income of $486.1 million, or $5.67 per diluted common share, up from $460.8 million, or $5.28 per diluted share

•
Adjusted pre-provision net revenue, a non-GAAP measure, totaled $679.9 million, up $38.8 million

•
Provision for credit losses of $51.2 million in 2025, compared to $52.2 million in 2024; allowance for credit losses to total loans remains strong at 1.43% at December 31, 2025, down 4 basis points

•
Loans of $24.0 billion, up $659.0 million, or 3%

•
Deposits of $29.3 billion, down $213.1 million, or 1%

•
Tangible common equity ratio of 10.06%, up 59 bps; common equity tier 1 capital ratio of 13.65%, down 49 bps, reflecting the return of capital through our share repurchase program and an increase in shareholder dividends

•
Credit metrics remain relatively stable, with criticized commercial loans down $87.7 million, or 14%, and nonaccrual loans up $9.5 million, or 10%; the net charge-off ratio was 0.22% compared to 0.19%

•
Net interest margin expanded 10 bps to 3.47%

•
Efficiency ratio (a non-GAAP measure) improved to 54.78%, compared to 55.36%

The year ended December 31, 2025 was an outstanding year for our company. Net interest margin expanded ten basis points, adjusted pre-provision net revenue and return on assets grew, efficiency ratio improved, and credit quality remained stable. We deployed capital through the repurchase of 4.3 million shares of our common stock, increasing our quarterly shareholder dividends, and funding both organic and inorganic growth, including the acquisition of Sabal Trust Company on May 2, 2025. The Sabal acquisition expanded our trust and asset management business in Central Florida and provides opportunities to build relationships in that region. We experienced loan growth of 3% across our footprint and in most business segments, driven by increased demand and progress on our multi-year growth plan. We remain committed to continuing to fulfill our organic growth initiatives while maintaining operational efficiency and proactively managing capital to enhance shareholder value.

The table that follows presents our consolidated financial results. Additional information related to our results and outlook are included in the discussions that follow.

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Table 1. Consolidated Financial Results

(in thousands, except per share data)

2025

2024

2023

Income Statement:

Interest income (a)

$

1,614,620

$

1,692,991

$

1,620,497

Interest income (te) (b)

1,624,998

1,704,077

1,631,604

Interest expense

505,848

611,070

522,898

Net interest income (te)

1,119,150

1,093,007

1,108,706

Provision for credit losses

51,183

52,167

59,103

Noninterest income

406,447

364,129

288,480

Noninterest expense

851,641

819,910

836,848

Income before income taxes

612,395

573,973

490,128

Income tax expense

126,322

113,158

97,526

Net income

$

486,073

$

460,815

$

392,602

Supplemental disclosure items - included above, pre-tax

Included in noninterest income:

Loss on securities portfolio restructure

$

—

$

—

$

(65,380

)

Gain on sale of parking facility

—

—

16,126

Included in noninterest expense:

Sabal Trust Company acquisition expense

5,911

—

—

FDIC special assessment

—

3,800

26,123

Balance Sheet Data:

Period end balance sheet data:

Loans

$

23,958,440

$

23,299,447

$

23,921,917

Earning assets

32,218,663

31,857,841

32,175,097

Total assets

35,472,762

35,081,785

35,578,573

Noninterest-bearing deposits

10,374,991

10,597,461

11,030,515

Total deposits

29,279,774

29,492,851

29,690,059

Stockholders' equity

4,460,117

4,127,636

3,803,661

Average balance sheet data:

Loans

$

23,366,808

$

23,630,743

$

23,594,579

Earning assets

32,230,774

32,422,554

33,160,791

Total assets

34,717,808

34,912,199

35,633,442

Noninterest-bearing deposits

10,191,859

10,491,504

11,919,234

Total deposits

28,677,400

29,168,855

29,478,481

Stockholders' equity

4,314,183

3,951,871

3,528,911

Common Shares Data:

Earnings per share - basic

$

5.70

$

5.30

$

4.51

Earnings per share - diluted

5.67

5.28

4.50

Cash dividends per common share

1.80

1.50

1.20

Book value per share (period end)

54.22

47.93

44.05

Tangible book value per share (period end)

42.16

37.58

33.63

Weighted average number of shares - diluted

85,440

86,648

86,423

Period end number of shares

82,259

86,124

86,345

Performance and other data:

Return on average assets

1.40

%

1.32

%

1.10

%

Return on average common equity

11.27

%

11.66

%

11.13

%

Return on average tangible common equity

14.49

%

15.08

%

14.97

%

Tangible common equity (c)

10.06

%

9.47

%

8.37

%

Tier 1 common equity

13.65

%

14.14

%

12.33

%

Net interest margin (te)

3.47

%

3.37

%

3.34

%

Noninterest income as a percentage of total revenue (te)

26.64

%

24.99

%

20.65

%

Efficiency ratio (d)

54.78

%

55.36

%

55.25

%

Allowance for loan loss as a percentage of total loans

1.28

%

1.37

%

1.29

%

Allowance for credit loss as a percentage of total loans

1.43

%

1.47

%

1.41

%

Annualized net charge-offs to average loans

0.22

%

0.19

%

0.27

%

Nonaccrual assets as a percentage of loans, ORE and foreclosed assets

0.51

%

0.54

%

0.26

%

Full time equivalent headcount

3,627

3,476

3,591

49

Table of Contents

($ in thousands)

2025

2024

2023

Reconciliation of pre-provision net revenue (te) and adjusted pre-provision net revenue (te) (non-GAAP measures) (e)

Net income (GAAP)

$

486,073

$

460,815

$

392,602

Provision for credit losses

51,183

52,167

59,103

Income tax expense

126,322

113,158

97,526

Pre-provision net revenue

663,578

626,140

549,231

Taxable equivalent adjustment

10,378

11,086

11,107

Pre-provision net revenue (te)

673,956

637,226

560,338

Adjustments from supplemental disclosure items

Sabal Trust Company acquisition expense

5,911

—

—

Loss on securities portfolio restructure

—

—

65,380

Gain on sale of parking facility

—

—

(16,126

)

FDIC special assessment

—

3,800

26,123

Adjusted pre-provision net revenue (te)

$

679,867

$

641,026

$

635,715

Reconciliation of revenue (te), adjusted revenue (te) and efficiency ratio (non-GAAP measures) (e)

Net interest income

$

1,108,772

$

1,081,921

$

1,097,599

Noninterest income

406,447

364,129

288,480

Total GAAP revenue

1,515,219

1,446,050

1,386,079

Taxable equivalent adjustment

10,378

11,086

11,107

Total revenue (te)

1,525,597

1,457,136

1,397,186

Adjustments from supplemental disclosure items

Loss on securities portfolio restructure

—

—

65,380

Gain on sale of parking facility

—

—

(16,126

)

Adjusted revenue

$

1,525,597

$

1,457,136

$

1,446,440

GAAP noninterest expense

$

851,641

$

819,910

$

836,848

Amortization of intangibles

(9,953

)

(9,413

)

(11,556

)

Adjustments from supplemental disclosure items

Sabal Trust Company acquisition expense

(5,911

)

—

—

FDIC special assessment

—

(3,800

)

(26,123

)

Adjusted noninterest expense

$

835,777

$

806,697

$

799,169

Efficiency ratio (d)

54.78

%

55.36

%

55.25

%

(a) Interest income includes the net impact of discount accretion and premium amortization arising from business combinations. Net purchase accounting discount accretion totaled $2.1 million and $2.4 million the years ended December 31, 2024, and 2023. There was no net purchase accounting discount accretion included in interest income in 2025.

(b) For analytical purposes, management adjusts interest income and net interest income for tax-exempt items to a taxable equivalent basis using a federal income tax rate of 21%.

(c) The tangible common equity ratio is common stockholders’ equity less intangible assets divided by total assets less intangible assets.

(d) The efficiency ratio (a non-GAAP measure) is noninterest expense to total net interest (te) and noninterest income, excluding amortization of purchased intangibles and supplemental disclosure items.

(e) See non-GAAP financial measures section of this analysis for a discussion of these measures.

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Table of Contents

RESULTS OF OPERATIONS

The following is a discussion of results from operations for the year ended December 31, 2025 compared to the year ended December 31, 2024. Refer to previously filed Annual Reports on Form 10-K Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for discussion of prior year variances.

Net Interest Income

For the year ended December 31, 2025, net interest income was $1.1 billion, up $26.9 million, or 2%, from 2024. Net interest income is the primary component of our earnings and represents the difference, or spread, between revenue generated from interest-earning assets and the interest expense related to funding those assets. For analytical purposes, net interest income is adjusted to a taxable equivalent basis (te) using the statutory federal tax rate of 21% on tax exempt items (primarily interest on municipal securities and loans). Net interest income (te) was $1.1 billion in 2025, up $26.1 million, or 2%, from 2024, comprised of a decrease in interest income (te) of $79.1 million that was more than offset by a decrease of $105.2 million in interest expense. The increase in net interest income (te) was largely interest rate driven, as the decline in prevailing rates on interest-bearing liabilities and an increase in securities yields outpaced lower yields on loans; it is also reflective of the impact of favorable changes in average balance of and mix within interest-bearing liabilities that was partially offset by the impact of a decline in average loans. Net interest margin, the ratio of net interest income (te) to average earning assets, increased 10 bps to 3.47% in 2025 from 3.37% in 2024.

The $79.1 million decrease in interest income (te) was largely attributable to a decrease in both loan yields and average balances, partially offset by increases in securities yields and average balances. The yield on earning assets (te) was down 22 bps to 5.04%, driven primarily by a 34 bp decline in the loan yield that reflects the impact of the new and repricing loans in the current interest rate environment. The yield on investment securities was up 25 bps to 2.88% as new investments and reinvestments were made at higher yields, and also reflecting the favorable impact of certain fair value hedges that became effective in 2025.

The $105.2 million decrease in interest expense was largely driven by the impact of the falling interest rate environment on interest-bearing liabilities, particularly in interest-bearing deposit cost, volume and mix. Compared to the prior year, average interest-bearing deposits were down $191.8 million in 2025, and the mix therein saw a shift from higher-cost time deposits to transaction and savings deposits as instruments matured. Average other short-term borrowings, consisting primarily of FHLB advances, were up $104.4 million in 2025 compared to 2024, largely as a function of funding needs. Our total cost of funds decreased 31 bps to 1.57% in 2025, largely driven by a 54 bp decline in the cost of interest-bearing deposits.

Though interest rates remain elevated, the Federal Reserve issued a series of cuts to its benchmark rate between September 2024 and December 2025 totaling 175 bps. Our loan and interest-bearing deposits betas for the current down rate cycle were 34% and 48%, respectively, contributing to expansion in our net interest margin.

Discussions of Asset/Liability Management and Net Interest Income at Risk later in this item provide additional information regarding our management of interest rate risk and the potential impact from changes in interest rates, respectively.

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Table of Contents

TABLE 2. Summary of Average Balances, Interest and Rates (te) (a)

Years Ended December 31,

2025

2024

2023

($ in millions)

Average

Balance

Interest

(d)

Rate

Average

Balance

Interest

(d)

Rate

Average

Balance

Interest

(d)

Rate

Assets

Interest-Earnings Assets:

Commercial & real estate loans (te) (a)

$

17,998.9

$

1,093.4

6.07

%

$

18,263.7

$

1,179.0

6.46

%

$

18,556.2

$

1,131.8

6.10

%

Residential mortgage loans

4,031.5

160.9

3.99

3,982.1

152.8

3.84

3,541.2

128.3

3.62

Consumer loans

1,336.4

109.3

8.18

1,384.9

121.5

8.78

1,497.2

124.0

8.28

Loan fees & late charges

—

(1.6

)

—

—

5.5

—

—

1.3

—

Loans (te) (b)

23,366.8

1,362.0

5.83

23,630.7

1,458.8

6.17

23,594.6

1,385.4

5.87

Loans held for sale

25.5

1.7

6.49

22.0

1.6

7.44

26.0

1.7

6.63

Investment securities:

U.S. Treasury and government

   agency securities

631.0

20.0

3.17

549.9

15.8

2.87

567.2

15.3

2.70

Mortgage-backed securities and

   collateralized mortgage obligations

6,942.4

197.7

2.85

6,805.2

175.0

2.57

7,423.9

170.4

2.30

Municipals (te)

755.0

22.4

2.97

843.4

25.0

2.96

887.0

26.5

2.98

Other securities

17.7

0.6

3.73

23.5

0.9

3.77

23.5

0.8

3.51

  Total investment securities (te) (c)

8,346.1

240.7

2.88

8,222.0

216.7

2.63

8,901.6

213.0

2.39

Short-term investments

492.4

20.6

4.18

547.8

27.0

4.93

638.6

31.5

4.93

Total earning assets (te)

32,230.8

1,625.0

5.04

%

32,422.5

1,704.1

5.26

%

33,160.8

1,631.6

4.92

%

Nonearning assets:

Other assets

2,806.9

2,805.4

2,783.5

Allowance for loan losses

(319.9

)

(315.7

)

(310.9

)

Total assets

$

34,717.8

$

34,912.2

$

35,633.4

Liabilities and Stockholders' Equity

Interest-bearing Liabilities:

Interest-bearing transaction and

   savings deposits

$

11,533.4

$

240.0

2.08

%

$

10,891.8

$

248.2

2.28

%

$

10,598.6

$

176.9

1.67

%

Time deposits

3,985.9

143.0

3.59

4,846.9

223.3

4.61

3,989.1

166.5

4.17

Public funds

2,966.2

87.3

2.94

2,938.7

102.9

3.50

2,971.6

100.5

3.38

Total interest-bearing deposits

18,485.5

470.3

2.54

18,677.4

574.4

3.08

17,559.3

443.9

2.53

Repurchase agreements

613.7

8.4

1.36

639.9

10.6

1.65

513.3

7.0

1.36

Other short-term borrowings

355.9

15.3

4.31

251.5

13.8

5.49

1,180.1

59.7

5.06

Long-term debt

211.4

11.8

5.59

234.2

12.3

5.23

239.1

12.3

5.15

Total interest-bearing liabilities

19,666.5

505.8

2.57

%

19,803.0

611.1

3.09

%

19,491.8

522.9

2.68

%

Noninterest-bearing:

Noninterest-bearing deposits

10,191.9

10,491.5

11,919.2

Other liabilities

545.2

665.8

693.5

Stockholders' equity

4,314.2

3,951.9

3,528.9

Total liabilities and stockholders' equity

$

34,717.8

$

34,912.2

$

35,633.4

Net interest income (te) and margin

$

1,119.2

3.47

$

1,093.0

3.37

$

1,108.7

3.34

Net earning assets and spread

$

12,564.3

2.47

$

12,619.5

2.17

$

13,669.0

2.24

Interest cost of funding earning assets

1.57

%

1.88

%

1.58

%

(a)
Taxable equivalent (te) amounts are calculated using federal income tax rate of 21%.

(b)
Includes nonaccrual loans.

(c)
Average securities do not include unrealized holding gains or losses on available for sale securities.

(d)
Included in interest income is net purchase accounting accretion of $2.1 million and $2.4 million for the years ended December 31, 2024, and 2023, respectively. There was no purchase accounting accretion in 2025.

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Table of Contents

TABLE 3. Summary of Changes in Net Interest Income (te) (a) (b)

2025 Compared to 2024

2024 Compared to 2023

Due to

Total

Due to

Total

Change in

Increase

Change in

Increase

($ in thousands)

Volume

Rate

(Decrease)

Volume

Rate

(Decrease)

Interest Income (te)

Commercial & real estate loans (te) (a)

$

(16,854

)

$

(68,739

)

$

(85,593

)

$

(18,062

)

$

65,233

$

47,171

Residential mortgage loans

1,913

6,128

8,041

16,613

7,917

24,530

Consumer loans

(3,494

)

(8,777

)

(12,271

)

(8,059

)

5,572

(2,487

)

Loan fees & late charges

—

(6,986

)

(6,986

)

—

4,146

4,146

Loans (te) (c)

(18,435

)

(78,374

)

(96,809

)

(9,508

)

82,868

73,360

Loans held for sale

237

(224

)

13

(280

)

197

(83

)

Investment securities:

U.S. Treasury and government agency securities

2,707

1,505

4,212

(350

)

828

478

Mortgage-backed securities and collateralized mortgage obligations

3,649

19,109

22,758

(14,862

)

19,443

4,581

Municipals

(2,622

)

33

(2,589

)

(1,292

)

(158

)

(1,450

)

Other securities

(217

)

(10

)

(227

)

(1

)

62

61

Total investment in securities (te) (d)

3,517

20,637

24,154

(16,505

)

20,175

3,670

Short-term investments

(2,561

)

(3,875

)

(6,436

)

(4,476

)

2

(4,474

)

Total earning assets (te)

(17,242

)

(61,836

)

(79,078

)

(30,769

)

103,242

72,473

Interest-bearing deposits:

Interest-bearing transaction and savings deposits

14,087

(22,221

)

(8,134

)

5,020

66,306

71,326

Time deposits

(35,709

)

(44,625

)

(80,334

)

38,313

18,531

56,844

Public funds

952

(16,576

)

(15,624

)

(1,122

)

3,469

2,347

Total interest-bearing deposits

(20,670

)

(83,422

)

(104,092

)

42,211

88,306

130,517

Repurchase agreements

(419

)

(1,806

)

(2,225

)

1,915

1,701

3,616

Other short-term borrowings

4,909

(3,369

)

1,540

(50,496

)

4,595

(45,901

)

Long-term debt

(1,240

)

795

(445

)

(257

)

197

(60

)

Total interest expense

(17,420

)

(87,802

)

(105,222

)

(6,627

)

94,799

88,172

Net interest income (te) variance

$

178

$

25,966

$

26,144

$

(24,142

)

$

8,443

$

(15,699

)

(a)
Taxable equivalent (te) amounts are calculated using a federal income tax rate of 21%.

(b)
Amounts shown as due to changes in either volume or rate includes an allocation of the amount that reflects the interaction of volume and rate changes. This allocation is based on the absolute dollar amounts of change due solely to changes in volume or rate.

(c)
Includes nonaccrual loans.

(d)
Average securities do not include unrealized holding gains or losses on available for sale securities.

Provision for Credit Losses

During the year ended December 31, 2025, we recorded a provision for credit losses of $51.2 million, compared to $52.2 million for the year ended December 31, 2024. The provision for credit losses recorded in 2025 included net charge-offs of $52.5 million and a $1.3 million reserve release. The provision for credit losses recorded in 2024 included net charge-offs of $46.0 million and a reserve build of $6.1 million. The modest reserve release in 2025 reflects our relatively consistent economic outlook and stable credit metrics.

Net charge-offs for the year ended December 31, 2025 totaled $52.5 million, or 0.22% of average loans outstanding, comprised of net charge-offs of $39.4 million in the commercial portfolio, $0.1 million in the residential mortgage portfolio and $13.0 million in the consumer portfolio. Net charge-offs for the year ended December 31, 2024 totaled $46.0 million, or 0.19% of average loans outstanding, comprised of net charge-offs of $31.3 million in the commercial portfolio and $14.9 million in the consumer portfolio, partially offset by net recoveries of $0.2 million in the residential mortgage portfolio. The increase in net charge-offs compared to the prior year was due to lower recoveries of $16.0 million compared to $27.1 million in 2024. Gross charge-offs for 2025 were down $4.6 million, at $68.5 million compared to $73.1 million in 2024.

Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Balance Sheet Analysis—Allowance for Credit Losses” provides additional information on changes in the allowance for credit losses and general credit quality.

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Table of Contents

Noninterest Income

Noninterest income for the year ended December 31, 2025 totaled $406.4 million, a $42.3 million, or 12%, increase from 2024. The increase in noninterest income from the year ended December 31, 2024 is attributable in part to the Sabal acquisition, as well as growth in most revenue lines, partially offset by declines in gains on sales of assets and other miscellaneous income. Noninterest income variances are discussed in more detail below.

Table 4 presents, for each of the three years ended December 31, 2025, 2024 and 2023, the components of noninterest income, along with the percentage changes between years. Table 5 presents supplemental disclosure items included in noninterest income (Table 4) by component for the same periods.

TABLE 4. Noninterest Income

($ in thousands)

2025

% Change

2024

% Change

2023

Service charges on deposit accounts

$

99,180

9

%

$

91,105

6

%

$

86,020

Trust fees

89,630

25

71,734

6

67,565

Bank card and ATM fees

86,135

1

85,491

3

82,966

Investment and annuity fees and insurance commissions

49,162

13

43,424

18

36,714

Secondary mortgage market operations

14,769

19

12,374

35

9,159

Securities transactions, net

(11

)

n/m

—

(100

)

(65,380

)

Income from bank-owned life insurance

21,348

26

16,944

10

15,454

Credit-related fees

11,273

(6

)

12,036

(4

)

12,557

Income (loss) from derivatives

5,819

254

(3,790

)

n/m

420

Net gains on sales of premises, equipment and other assets

6,119

(22

)

7,820

(60

)

19,388

Other miscellaneous income

23,023

(15

)

26,991

14

23,617

Total noninterest income

$

406,447

12

%

$

364,129

26

%

$

288,480

n/m – not meaningful

TABLE 5. Supplemental Disclosure Items Included in Noninterest Income

($ in thousands)

2025

2024

2023

Securities transactions:

Loss on securities portfolio restructure

$

—

$

—

$

(65,380

)

Other miscellaneous income:

Gain on sale of parking facility

—

—

16,126

Total supplemental disclosure items in noninterest income

$

—

$

—

$

(49,254

)

Service charges on deposit accounts include consumer, business, and corporate deposit account servicing fees, as well as nonsufficient funds fees on non-consumer accounts, overdraft and overdraft protection fees, and other customer transaction-related fees. Service charges on deposit accounts were $99.2 million, up $8.1 million, or 9%, from 2024. The increase from 2024 was largely attributable to increases of $4.1 million in consumer overdraft fees and service charges, and $4.3 million in analysis fees and overdraft fees on business accounts.

Trust fee income represents revenue generated from asset management services provided to individuals, businesses and institutions. Trust fees totaled $89.6 million, up $17.9 million, or 25%, from 2024. The increase reflects $14.5 million in personal trust fees as a result of the Sabal acquisition and growth in our legacy personal and corporate trust fees, partially offset by a decline in employee benefits trust revenue. Trust assets under management increased to $14.0 billion at December 31, 2025, inclusive of $2.7 billion attributable to the Sabal transaction, compared to $10.2 billion at December 31, 2024.

Bank card and ATM fees include income from credit and debit card transactions, fees earned from processing card transactions for merchants, and fees earned from ATM transactions. Bank card and ATM fees totaled $86.1 million, up $0.6 million, or 1%, with increases in purchasing card and debit card processing fees largely offset by declines in business credit card processing fees and ATM fees.

Investment and annuity fees and insurance commissions, which include both fees earned from sales of annuity and insurance products as well as managed account fees, totaled $49.2 million, a $5.7 million, or 13%, increase from 2024, largely attributable to increases of $2.0 million in investment management fees and $1.9 million in fixed income trading fees and also reflects increases in annuity fees, corporate underwriting fees and insurance commissions.

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Table of Contents

Income from secondary mortgage market operations is comprised of income produced from the origination and sales of residential mortgage loans in the secondary market. We offer a full range of mortgage products to our customers and typically sell longer-term fixed rate loans, while retaining the majority of adjustable-rate loans and mortgage loans generated through programs to support customer relationships. Income from secondary mortgage market operations totaled $14.8 million, an increase of $2.4 million, or 19%, from 2024. The increase was attributable to higher mortgage loans production compared to the prior year. Secondary mortgage market operations income will vary based on application volume and the percentage of loans closed and ultimately sold.

Losses on sales of securities totaled less than $0.1 million for the year ended December 31, 2025. There were no gains or losses on sales of securities during the year ended December 31, 2024.

Income from bank-owned life insurance (BOLI) is generated through insurance benefit proceeds as well as the growth of the cash surrender value of insurance contracts held. BOLI income totaled $21.3 million in 2025, an increase of $4.4 million, or 26%, from 2024. The increase was attributable to an increase in income from changes in cash surrender value of $3.0 million and an increase in mortality gains of $1.4 million.

Credit-related fees include fees assessed on letters of credit and unused portions of loan commitments. Credit-related fees were $11.3 million in 2025, down $0.8 million, or 6%, from 2024, driven primarily by a decrease in unused commitment fees. Income from these products will vary based on letters of credit issued, credit line utilization and prevailing assessment rates.

Income from derivatives, largely resulting from our customer interest rate derivative program, totaled $5.8 million in 2025, compared to a loss of $3.8 million in 2024. The year-over-year increase was due largely to higher income of $6.5 million associated with our customer interest rate derivative program, driven mostly by favorable market conditions. In addition, losses resulting from assumption changes to the Visa Class B derivative liability was down $2.5 million. The remaining year-over-year increase is largely attributable to the lower holding costs related to derivative collateral. Derivative income or loss can be volatile and is dependent upon the composition of the portfolio, volume and mix of sales activity and market value adjustments due to market interest rate movement.

Net gains on sales of premises, equipment and other assets consists primarily of net revenue earned from sales of excess bank owned facilities and equipment no longer in use, gains on sales of Small Business Administration and other non-residential mortgage loans, and leases and other assets associated with the equipment finance line of business. Net gains on sales of premises, equipment and other assets totaled $6.1 million in 2025, compared to $7.8 million in 2024, down $1.7 million, as the comparative period included a $1.5 million gain on the sale of a former branch property.

Other miscellaneous income is comprised of various items, including dividends on FHLB stock, income from small business investment companies (SBICs), and syndication fees, among others. Other miscellaneous income for the year ended December 31, 2025 was $23.0 million, down $4.0 million, or 15%, from 2024, driven primarily by a decrease of $6.6 million in dividends on FHLB stock, reflecting a decline in the level of stock owned and the yield, partially offset by an increase of $2.9 million in syndication fees.

Noninterest Expense

Noninterest expense for the year ended December 31, 2025 totaled $851.6 million, a $31.7 million, or 4%, increase from the year ended December 31, 2024. Included in noninterest expense for year ended December 31, 2025 were supplemental disclosure items totaling $5.9 million attributable to costs associated with the acquisition of Sabal. Included in noninterest expense for the year ended December 31, 2024 is a supplemental disclosure item of $3.8 million attributable to an adjustment to the special assessment by the FDIC in connection with the protection of uninsured depositors under the systemic risk exception. Excluding the supplemental disclosure items for both periods, noninterest expense totaled $845.7 million, up $29.6 million, or 4%, from 2024. Noninterest expense variances are discussed in more detail below.

Table 6 presents, for each of the three years ended December 31, 2025, 2024 and 2023, noninterest expense, along with the percentage changes between years. Table 7 presents supplemental disclosure items included in noninterest expense (Table 6) by component for the same periods.

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Table of Contents

TABLE 6. Noninterest Expense

($ in thousands)

2025

% Change

2024

% Change

2023

Compensation expense

$

385,660

1

%

$

380,591

1

%

$

376,055

Employee benefits

89,731

1

88,786

5

84,740

Personnel expense

475,391

1

469,377

2

460,795

Net occupancy expense

55,871

4

53,650

4

51,573

Equipment expense

17,020

(2

)

17,432

(8

)

18,852

Data processing expense

127,227

4

121,880

4

117,694

Professional services expense

57,080

36

41,935

9

38,331

Amortization of intangibles

9,953

6

9,413

(19

)

11,556

Deposit insurance and regulatory fees

17,992

(26

)

24,209

(52

)

49,979

Other real estate and foreclosed assets expense (income)

3,091

(225

)

(2,469

)

296

(624

)

Corporate value and franchise taxes

17,272

(9

)

19,002

(7

)

20,355

Advertising

14,261

7

13,298

(1

)

13,454

Telecommunication and postage

10,134

6

9,519

(12

)

10,773

Entertainment and contributions

12,900

9

11,849

11

10,664

Tax credit investment amortization

4,258

(32

)

6,250

8

5,791

Travel expenses

7,115

19

5,965

9

5,469

Printing and supplies

3,981

1

3,939

(3

)

4,073

Other retirement expense

(16,172

)

(11

)

(18,112

)

35

(13,460

)

Other miscellaneous expense

34,267

5

32,773

4

31,573

Total noninterest expense

$

851,641

4

%

$

819,910

(2

)

%

$

836,848

n/m - not meaningful

TABLE 7. Supplemental Disclosure Items Included in Noninterest Expense

($ in thousands)

2025

2024

2023

Sabal Trust Company acquisition expense:

Personnel expense

$

1,422

$

—

$

—

Data processing expense

1,976

—

—

Professional services expense

1,550

—

—

Printing and supplies

210

—

—

Other

753

—

—

$

5,911

$

—

$

—

FDIC deposit insurance special assessment:

Deposit insurance and regulatory fees

$

—

$

3,800

$

26,123

Total supplemental disclosure items included in noninterest expense

$

5,911

$

3,800

$

26,123

Personnel expense consists of salaries, incentive compensation, long-term incentives, payroll taxes, and other employee benefits such as 401(k), pension, and medical, life and disability insurance. Personnel expense totaled $475.4 million in 2025, up $6.0 million, or 1% from 2024. The year ended December 31, 2025 included $1.4 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding these acquisition costs, personnel expense was up $4.6 million, or 1%. The increase was driven largely by increases in salary, bonus and stock-based compensation expenses, reflecting merit increases and higher headcount, as well as an increase in associate acquisition expenses. These increases were partially offset by a favorable impact from salary deferrals associated with lending activities, and decreases in commissions, incentives expense and retirement and health benefits expense. Personnel expense associated with ongoing Sabal operations contributed $5.9 million to the variance compared to the prior year.

Occupancy and equipment expenses are primarily composed of lease expenses, depreciation, maintenance and repairs, rent, taxes, and other equipment expenses. Occupancy and equipment expenses totaled $72.9 million in 2025, up $1.8 million, or 3%, from 2024, largely driven by building and equipment maintenance and leased facility expense that were partially offset by decreases in depreciation and amortization and building insurance costs.

Data processing expense includes expenses related to third party technology processing and servicing costs, technology project costs and fees associated with bank card and ATM transactions. Data processing expense totaled $127.2 million in 2025, up $5.3 million, or 4%, from 2024. Included in the year ended December 31, 2025 was $2.0 million of Sabal acquisition costs highlighted as

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supplemental disclosure items. Excluding these acquisition costs, data processing expense was up $3.4 million, or 3%. The increase was largely attributable to increases in certain technology processing, licensing and maintenance totaling $5.1 million, increases in activity-based fees, including card processing, credit card rewards expense and ATM servicing totaling $2.7 million, partially offset by a decrease in amortization and maintenance on data processing software of $4.4 million. Data processing expense can vary from period to period, depending on business needs and technology enhancement initiatives.

Professional services expense includes accounting and audit, legal, consulting and certain outsourced service expense. Professional services expense totaled $57.1 million in 2025, up $15.1 million, or 36%, from 2024. Included in the year ended December 31, 2025 was $1.5 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding these acquisition costs, professional services expense was up $13.6 million, or 32%, largely attributable to costs associated with consulting and other professional services for stand-alone engagements, including process improvement projects, and to legal fees and expense for certain outsourced initiatives. Professional services expense may vary from period to period, generally related to the timing of external service needs.

Amortization of intangibles totaled $10.0 million in 2025, up $0.5 million, or 6%, from 2024 as a result of amortization of intangible assets acquired in the Sabal transaction.

Deposit insurance and regulatory fees totaled $18.0 million for the year ended December 31, 2025, down $6.2 million, or 26%, from 2024. Included in the year ended December 31, 2024 is the supplemental disclosure item of $3.8 million described above attributable to a special assessment made by the FDIC. Excluding the supplemental disclosure item, deposit insurance and regulatory fees were down $2.4 million, or 12%, from 2024, mostly reflective of changes in our risk-based assessment calculation as well as less significant quarterly adjustments to the special assessment based on quarterly updates from the FDIC.

The FDIC special assessment expense recorded to date is management's estimate of our portion of the cost attributable to the systemic risk exception based on information from the FDIC. However, the loss estimates resulting from the failures of Silicon Valley Bank and Signature Bank may be subject to further change pending the projected and actual outcome of loss share agreements, joint ventures, and outstanding litigation. The exact amount of losses incurred will not be determined until the FDIC terminates the receiverships of these banks; therefore, the exact exposure to the Company remains unknown.

Net loss on other real estate and foreclosed assets totaled $3.1 million in 2025, compared to a net gain of $2.5 million in 2024. The level of net income or losses associated with holding and maintaining the other real estate owned portfolio can vary depending on sales activity, valuation adjustments and income or expense associated with operating and maintaining foreclosed property. Gains or losses on the sale of other real estate and foreclosed assets may occur periodically and are dependent on the number and type of assets for sale and current market conditions.

Corporate value, franchise taxes, and other non-income taxes totaled $17.3 million in 2025, down $1.7 million, or 9%, from 2024, largely driven by decreases in both bank share tax and franchise tax. Bank share tax, the largest component of this line item, is based on multiple variables, including average quarterly assets, earnings and stockholders’ equity to determine the taxable assessment value.

Business development-related expenses (including advertising, travel, entertainment and contributions) totaled $34.3 million in 2025, up $3.2 million, or 10%, from 2024, largely driven by increases in digital media advertising, sponsorships, travel expense and charitable contributions.

Other retirement expense includes costs associated with pension and other post-retirement plan expense. Noninterest expense in each of the years ended December 31, 2025 and 2024 was reduced by a net credit in other retirement expense totaling $16.2 million and $18.1 million, respectively. The decrease in the net credit in 2025 was largely driven by changes in actuarial assumptions for the current plan year.

All other expenses totaled $52.6 million in 2025, relatively flat compared to 2024. Included in the year ended December 31, 2025 was approximately $1.0 million of Sabal acquisition costs highlighted as supplemental disclosure items. Excluding these acquisition costs, other expenses were down $0.8 million, or 2%.

Income Taxes

We recorded income tax expense at an effective rate of 20.6% in 2025, compared to 19.7% in 2024. The comparability of the effective tax rate between 2025 and 2024 is affected by higher pre-tax book income in 2025 that decreased the relative impact of net tax benefits related to tax credit investments, tax-exempt interest income and bank-owned life insurance. Our effective tax rate has historically varied from the federal statutory rate primarily due to tax-exempt income and tax credits. Interest income on bonds issued

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by or loans to state and municipal governments and authorities, and earnings from the bank-owned life insurance contract program are the major components of tax-exempt income.

Table 8 reconciles reported income tax expense to that computed at the statutory tax rate of 21% for the years ended December 31, 2025, 2024 and 2023.

TABLE 8. Income Taxes

($ in thousands)

2025

2024

2023

Taxes computed at statutory rate

$

128,603

$

120,534

$

102,927

Tax credits:

QZAB/QSCB

(785

)

(908

)

(1,114

)

NMTC - Federal and State

(5,058

)

(7,521

)

(7,177

)

LIHTC and other tax credits

(4,754

)

(4,751

)

(4,884

)

LIHTC amortization

3,741

3,727

3,732

Total tax credits

(6,856

)

(9,453

)

(9,443

)

State income taxes, net of federal income tax benefit

13,819

12,640

10,323

Tax-exempt interest

(7,773

)

(8,443

)

(8,755

)

Life insurance contracts

(5,882

)

(6,017

)

(4,020

)

Employee share-based compensation

(1,556

)

(1,514

)

(505

)

FDIC assessment disallowance

2,385

2,466

2,893

Impact of deferred tax asset re-measurement

—

(435

)

—

Other, net

3,582

3,380

4,106

Income tax expense

$

126,322

$

113,158

$

97,526

The main source of tax credits has been investments in tax-advantage securities and tax credit projects. These investments are made primarily in the markets we serve and directed at tax credits issued under the Federal and State New Market Tax Credit (NMTC), Low-Income Housing Tax Credit (LIHTC) and pre-2018 Qualified Zone Academy Bonds (QZAB) and Qualified School Construction Bonds (QSCB) programs. The investments generate tax credits which reduce current and future taxes and are recognized when earned as a benefit in the provision for income taxes. Additionally, the amortization of the LIHTC investment cost will be recognized as a component of income tax expense in proportion to the tax credits recognized over the 10-year credit period of each project.

We have invested in NMTC projects through investments in our own CDEs, as well as other unrelated CDEs. Federal tax credits from NMTC investments are recognized over a seven-year period, while recognition of the benefits from state tax credits varies from three to five years.

Based only on tax credit investments that have been made through 2025, we expect to realize benefits from federal and state tax credits over the next three years totaling $8.2 million, $8.0 million and $5.5 million for 2026, 2027 and 2028, respectively. We intend to continue making investments in tax credit projects. However, our ability to access new credits will depend upon, among other factors, federal and state tax policies and the level of competition for such credits.

At December 31, 2025, we had a net deferred tax asset of $55.8 million, which is comprised of $218.9 million in deferred tax assets (net of valuation allowance), offset by $163.1 million of deferred tax liabilities. Several factors are considered in determining the recoverability of the deferred tax asset components, such as the history of taxable earnings, reversal of taxable temporary differences, future taxable income and tax planning strategies. Based on our review of these factors, we have established a $3.7 million valuation allowance for state net operating losses and $2.3 million valuation allowance for deferred executive compensation.

BALANCE SHEET ANALYSIS

Short-Term Investments

Short-term liquidity assets are held to ensure funds are available to meet the cash flow needs of both borrowers and depositors. At December 31, 2025, short-term liquidity investments, including interest-bearing bank deposits and federal funds sold, totaled $132.3 million, a decrease of $807.4 million from December 31, 2024. Average short-term investments for 2025 totaled $492.4 million, down $55.4 million from $547.8 million in 2024. Typically, these balances will change on a daily basis depending upon movement in customer loan and deposit accounts.

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Investment Securities

The purpose of the securities portfolio is to increase profitability, mitigate interest rate risk, provide liquidity and comply with regulatory pledging requirements. Our securities portfolio includes securities categorized as available for sale and held to maturity. Available for sale securities are carried at fair value and may be sold prior to maturity. Unrealized gains or losses on available for sale securities, net of deferred taxes, are recorded as accumulated other comprehensive income or loss in stockholders' equity.

Our investment in securities totaled $8.1 billion at December 31, 2025, up $497.6 million from December 31, 2024. The investment securities portfolio is managed by ALCO to assist in the management of interest rate risk and liquidity while providing an acceptable rate of return. At December 31, 2025, the amortized cost of securities available for sale totaled $6.3 billion and securities held to maturity totaled $2.1 billion, compared to $5.8 billion and $2.4 billion, respectively, at December 31, 2024. The year over year changes in each of the portfolios is largely reflective of maturities and paydowns from both portfolios reinvested in the available for sale portfolio.

Our securities portfolio consists mainly of residential and commercial mortgage-backed securities that are issued or guaranteed by U.S. government agencies. We invest only in high quality investment grade securities and manage the investment portfolio duration generally between two and five and a half years. At December 31, 2025, the average expected maturity of the portfolio was 5.58 years with an effective duration of 3.89 years and a nominal weighted-average yield of 2.87%. Under an immediate, parallel rate shock of 100 bp and 200 bp increases, the effective duration would be 3.95 years and 3.94 years, respectively. At December 31, 2024, the average expected maturity of the portfolio was 5.58 years with an effective duration of 4.12 years and a nominal weighted-average yield of 2.66%. The change in expected maturity, effective duration, and nominal weighted-average yield is primarily attributable to both portfolio reinvestment activity and growth in 2025.

We have in place fair value hedges on certain fixed-rate commercial mortgage-backed securities. As of December 31, 2025, we had approximately $397.5 million in notional amount of forward-starting fixed payer swaps that convert the latter portion of the term of these available for sale securities to a floating rate. These derivative instruments are designated as fair value hedges of interest rate risk. This strategy provides a fixed-rate coupon during the front-end unhedged tenor of the bonds and results in a floating-rate security during the back-end hedged tenor. During the year ended December 31, 2025, $248.5 million of fair value hedges became effective, with the net earnings recorded in interest income. Once effective, fair value hedges synthetically convert the notional amount of the hedged asset over the life of the hedge to a variable rate instrument that is indexed to the federal funds effective rate.

At the end of each reporting period, we evaluate the securities portfolio for credit loss. Based on our assessments, expected credit loss was negligible for all reporting periods in 2025 and 2024, and therefore no allowance for credit loss was recorded.

There were no investments in securities of a single issuer, other than U.S. Treasury and U.S. government agency securities and mortgage-backed securities issued or guaranteed by U.S. government agencies that exceeded 10% of stockholders’ equity. We do not invest in subprime or “Alt A” home mortgage-backed securities. Investments classified as available for sale are carried at fair value, while held to maturity securities are carried at amortized cost. Unrealized holding gains (losses) on available for sale securities are excluded from net income and are recognized, net of tax, in other comprehensive income and in accumulated other comprehensive income, a separate component of stockholders’ equity.

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The following table presents the amortized cost of debt securities by type at December 31, 2025 and 2024.

TABLE 9. Debt Securities by Type

($ in thousands)

2025

2024

Available for sale securities

U.S. Treasury and government agency securities

$

266,825

$

185,827

Municipal obligations

191,754

200,272

Residential mortgage-backed securities

2,620,980

2,482,109

Commercial mortgage-backed securities

3,217,663

2,849,372

Collateralized mortgage obligations

27,100

37,553

Corporate debt securities

17,000

19,000

  Total Available for sale Securities

$

6,341,322

$

5,774,133

Held to maturity securities

U.S. Treasury and government agency securities

$

373,605

$

394,689

Municipal obligations

511,516

623,907

Residential mortgage-backed securities

497,338

573,057

Commercial mortgage-backed securities

731,329

818,604

Collateralized mortgage obligations

19,094

25,406

  Total Held to maturity securities

$

2,132,882

$

2,435,663

The amortized cost, fair value and yield of debt securities at December 31, 2025, by final contractual maturity, are presented in the following table. Securities are classified according to their final contractual maturities without consideration of scheduled and unscheduled principal amortization, potential prepayments or call options. Accordingly, actual maturities will differ from their reported contractual maturities. The expected average maturity years presented in the table includes scheduled principal payments and assumptions for prepayments. The yield calculation does not include adjustments to amortized cost of available for sale securities for active fair value hedges.

TABLE 10. Debt Securities Maturities by Type

($ in thousands)

One Year

or Less

Over One

Year

Through

Five Years

Over Five

Years

Through

Ten Years

Over

Ten

Years

Total

Fair

Value

Weighted

Average

Yield (te)

Expected

Average

Maturity

Years

Available for sale

U.S. Treasury and government

   agency securities

$

30,137

$

20,189

$

—

$

216,499

$

266,825

$

269,332

4.76

%

7.0

Municipal obligations

—

78,265

113,312

177

191,754

191,328

3.44

%

0.6

Residential mortgage-backed

   securities

1,465

22,602

108,549

2,488,364

2,620,980

2,375,629

2.89

%

6.3

Commercial mortgage-backed

   securities

394

1,643,313

1,573,956

—

3,217,663

3,083,325

3.01

%

5.2

Collateralized mortgage obligations

—

—

18,565

8,535

27,100

25,946

1.92

%

2.1

Other debt securities

—

2,000

15,000

—

17,000

16,357

4.11

%

1.7

Total debt securities

$

31,996

$

1,766,369

$

1,829,382

$

2,713,575

$

6,341,322

$

5,961,917

3.04

%

5.6

Fair Value

$

32,084

$

1,711,795

$

1,743,201

$

2,474,837

$

5,961,917

Weighted-Average Yield (te)

3.92

%

3.11

%

2.92

%

3.07

%

3.04

%

Held to maturity

U.S. Treasury and government

   agency securities

$

—

$

134,662

$

—

$

238,943

$

373,605

$

343,710

2.33

%

5.1

Municipal obligations

56,954

130,331

323,543

688

511,516

500,769

3.27

%

1.7

Residential mortgage-backed

   securities

—

—

20,052

477,286

497,338

463,099

2.32

%

4.9

Commercial mortgage-backed

   securities

84,170

401,321

119,713

126,125

731,329

684,874

2.49

%

4.6

Collateralized mortgage obligations

—

—

12,288

6,806

19,094

18,574

2.62

%

2.0

Total debt securities

$

141,124

$

666,314

$

475,596

$

849,848

$

2,132,882

$

2,011,026

2.61

%

4.1

Fair Value

$

140,203

$

648,904

$

452,476

$

769,443

$

2,011,026

Weighted-Average Yield (te)

2.78

%

2.58

%

2.90

%

2.44

%

2.61

%

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In January 2026, we executed a restructuring of our available for sale securities portfolio whereby we sold securities with an amortized cost of $1.5 billion and average yield of 2.49% and reinvested the $1.4 billion of proceeds with the purchase of securities with an average yield of 4.35%. Management deemed the restructure an effective way of utilizing capital to enhance future net interest income. For further information on the restructure, refer to the “Subsequent Event” section that appears earlier in this analysis.

Loan Portfolio

Total loans at December 31, 2025 were $24.0 billion, up $659.0 million, or 3%, from December 31, 2024. The increase is reflective of increased loan demand, including strong net production in owner occupied and investor commercial real estate and equipment finance loans.

Our commercial customer base is diversified over a range of industries. We lend mainly to middle-market and smaller commercial entities, although we do participate in larger shared-credit loan facilities generally with businesses/sponsors operating in our market areas that are well known to the relationship officers. The funded balance of our shared national credits portfolio at December 31, 2025 totaled approximately $2.0 billion, or 9% of total loans, compared to $2.3 billion, or 10% of total loans at December 31, 2024. At December 31, 2025, our largest industry concentrations in shared national credit include approximately $324.4 million in real estate, rental and leasing, $303.6 million in finance and insurance, $234.6 million in manufacturing, and $234.4 million in information, with the remaining of the balance in other diverse industries.

The following table shows the composition of our loan portfolio at December 31, 2025 and 2024.

TABLE 11. Loans Outstanding by Type

($ in thousands)

2025

2024

Commercial non-real estate

$

9,809,011

$

9,876,592

Commercial real estate - owner occupied

3,270,080

3,011,955

Total commercial & industrial

13,079,091

12,888,547

Commercial real estate - income producing

4,283,168

3,798,612

Construction and land development

1,239,086

1,281,115

Residential mortgages

4,016,917

3,961,328

Consumer

1,340,178

1,369,845

Total loans

$

23,958,440

$

23,299,447

The commercial and industrial (“C&I”) loan portfolio includes both commercial non-real estate and commercial real estate – owner occupied loans. C&I loans totaled $13.1 billion, or 55% of the total loan portfolio at December 31, 2025, an increase of $190.5 million, or 1%, from December 31, 2024. The year over year growth in this portfolio reflects increased demand with strong production in the owner occupied commercial real estate and equipment finance loans, and is net of a $255.7 million decrease in shared national credits. The decrease in shared national credits is the result of a strategic decision to reduce exposure in that portfolio as we focus on originating more granular loans in our markets with more opportunities for a full-service relationship.

Our C&I loan portfolio is well diversified by product, client, and geography throughout our footprint. Nevertheless, we may be exposed to certain concentrations of credit risk which exist in relation to different borrowers or groups of borrowers, specific types of collateral and industries.

The following table provides detail of the more significant industry concentrations for our C&I loan portfolio, which is based on NAICS codes for all industries, with the exception of energy, which is based on the borrower’s source of revenue (i.e. manufacturer whose income is derived from energy-related business is reported as energy).

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TABLE 12. Commercial & Industrial Loans by Industry Concentration

2025

2024

Pct of

Pct of

($ in thousands)

Balance

Total

Balance

Total

Retail trade

$

1,419,299

11

%

$

1,283,203

10

%

Health care and social assistance

1,306,170

10

1,447,349

11

Real estate and rental and leasing

1,234,527

9

1,189,727

9

Manufacturing

1,226,962

9

1,191,781

9

Construction

1,122,921

9

989,313

8

Wholesale trade

1,081,854

8

1,148,034

9

Transportation and warehousing

945,011

7

965,893

7

Professional, scientific, and technical services

852,169

7

756,573

6

Accommodation, food services and entertainment

818,599

6

772,721

6

Finance and insurance

646,171

5

683,401

5

Information

465,971

4

410,284

3

Other services (except public administration)

415,429

3

414,514

3

Public administration

348,545

3

402,872

3

Admin, support, waste management, remediation services

338,693

3

326,385

3

Educational services

236,273

2

240,096

2

Energy

169,700

1

197,317

2

Other

450,797

3

469,084

4

Total commercial & industrial loans

$

13,079,091

100

%

$

12,888,547

100

%

Commercial real estate – income producing loans totaled $4.3 billion at December 31, 2025, up $484.6 million, or 13%, from December 31, 2024, reflective of robust demand in this space. Construction and land development loans totaled approximately $1.2 billion at December 31, 2025, down $42.0 million, or 3%, from December 31, 2024. The decrease reflects loans converting to permanent financing outpacing the funding of new and existing loans.

The following table details the end of period aggregated commercial real estate – income producing and construction loan balances by property type. Loans reflected in 1-4 Family Residential Construction include both loans to construction builders as well as single-family borrowers.

TABLE 13. Commercial Real Estate– Income Producing and Construction by Property Type Concentration

2025

2024

Pct of

Pct of

($ in thousands)

Balance

Total

Balance

Total

Multifamily

$

1,438,509

26

%

$

1,343,544

26

%

Retail

907,611

16

773,621

15

Healthcare related properties

812,712

15

658,067

13

Industrial

739,009

14

698,520

14

Office

506,581

9

506,690

10

Hotel, motel and restaurants

430,007

8

424,866

8

1-4 family residential construction

213,733

4

235,745

5

Other land loans

181,170

3

192,919

4

Other

292,922

5

245,755

5

Total commercial real estate - income producing and construction loans

$

5,522,254

100

%

$

5,079,727

100

%

Residential mortgages totaled $4.0 billion at December 31, 2025, up $55.6 million, or 1%, from December 31, 2024. Consumer loans totaled $1.3 billion at December 31, 2025, down $29.7 million, or 2%, compared to December 31, 2024. Approximately $14.3 million of the decline in consumer loans is in the indirect automobile lending portfolio, a business that we exited and the existing portfolio in runoff.

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The following table shows average loans by category, the effective taxable equivalent yield and the percentage of total loans for each of the preceding three years.

TABLE 14. Average Loans

2025

2024

2023

Yield

Pct of

Yield

Pct of

Yield

Pct of

($ in thousands)

Balance

(te)

Total

Balance

(te)

Total

Balance

(te)

Total

Commercial & real estate loans

$

17,998,935

6.07

%

77

%

$

18,263,676

6.46

%

77

%

$

18,556,175

6.10

%

79

%

Residential mortgages

4,031,508

3.99

%

17

%

3,982,122

3.84

%

17

%

3,541,245

3.62

%

15

%

Consumer

1,336,365

8.18

%

6

%

1,384,945

8.78

%

6

%

1,497,159

8.28

%

6

%

Total loans

$

23,366,808

5.83

%

100

%

$

23,630,743

6.17

%

100

%

$

23,594,579

5.87

%

100

%

The following table sets forth the contractual maturity by portfolio segment at December 31, 2025.

TABLE 15. Loan Maturities by Type

December 31, 2025

Maturity Range

($ in thousands)

Within

One Year

After One

Through

Five Years

After Five

Through

Fifteen Years

After Fifteen

Years

Total

Commercial non-real estate

$

2,596,984

$

5,578,548

$

1,532,309

$

101,170

$

9,809,011

Commercial real estate - owner occupied

250,970

1,403,331

1,568,857

46,922

3,270,080

Total commercial & industrial

2,847,954

6,981,879

3,101,166

148,092

13,079,091

Commercial real estate - income producing

1,118,934

2,556,562

594,017

13,655

4,283,168

Construction and land development

340,689

652,001

197,136

49,260

1,239,086

Residential mortgages

34,786

32,592

319,267

3,630,272

4,016,917

Consumer

78,592

293,152

79,094

889,340

1,340,178

Total loans

$

4,420,955

$

10,516,186

$

4,290,680

$

4,730,619

$

23,958,440

The sensitivity to interest rate changes for the portion of our loan portfolio that matures after one year is shown below.

TABLE 16. Loan Sensitivity to Changes in Interest Rates for Loans that Mature After One Year

December 31, 2025

($ in thousands)

Fixed Rate

Floating Rate

Total

Commercial non-real estate

$

3,245,331

$

3,966,696

$

7,212,027

Commercial real estate - owner occupied

2,019,057

1,000,053

3,019,110

Total commercial & industrial

5,264,388

4,966,749

10,231,137

Commercial real estate - income producing

1,070,486

2,093,748

3,164,234

Construction and land development

295,102

603,295

898,397

Residential mortgages

2,349,482

1,632,649

3,982,131

Consumer

112,596

1,148,990

1,261,586

Total loans

$

9,092,054

$

10,445,431

$

19,537,485

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Asset Quality

The following table sets forth, for the periods indicated, nonaccrual loans and reportable loans modified or restructured loans, by type, and foreclosed and surplus ORE and other foreclosed assets. Loans past due 90 days or more and still accruing are also disclosed.

TABLE 17. Nonaccrual loans, loans modified or restructured, and ORE and foreclosed assets

December 31,

($ in thousands)

2025

2024

Loans accounted for on a nonaccrual basis:

Commercial non-real estate

$

29,678

$

14,172

Commercial non-real estate - modified

4,847

19,246

Total commercial non-real estate

34,525

33,418

Commercial real estate - owner occupied

6,482

2,727

Commercial real estate - owner-occupied - modified

241

—

Total commercial real estate - owner-occupied

6,723

2,727

Commercial real estate - income producing

4,760

356

Commercial real estate - income producing - modified

—

—

Total commercial real estate - income producing

4,760

356

Construction and land development

3,173

5,561

Construction and land development - modified

—

—

Total construction and land development

3,173

5,561

Residential mortgage

46,399

43,157

Residential mortgage - modified

587

929

Total residential mortgage

46,986

44,086

Consumer

10,555

11,187

Consumer - modified

148

—

Total consumer

10,703

11,187

Total nonaccrual loans

$

106,870

$

97,335

ORE and foreclosed assets

14,788

27,797

Total nonaccrual loans and ORE and foreclosed assets

$

121,658

$

125,132

Modified loans - still accruing:

Commercial non-real estate

$

98,468

$

74,211

Commercial real estate - owner occupied

28,698

—

Commercial real estate - income producing

14,914

2,741

Construction and land development

147

—

Residential mortgage

14,572

2,241

Consumer

227

131

Total modified loans - still accruing

$

157,026

$

79,324

Total reportable modified loans

$

162,849

$

99,499

Loans 90 days past due still accruing

$

28,798

$

21,852

Ratios:

Nonaccrual loans to total loans

0.45

%

0.42

%

Nonaccrual loans plus ORE and foreclosed assets to loans plus ORE

 and foreclosed assets

0.51

%

0.54

%

Allowance for loan losses to nonaccrual loans

287.95

%

327.61

%

Allowance for loan losses to nonaccrual loans and accruing loans 90 days past due

226.83

%

267.55

%

Loans 90 days past due still accruing to loans

0.12

%

0.09

%

Nonaccrual loans plus ORE and foreclosed assets totaled $121.7 million at December 31, 2025, down $3.5 million from December 31, 2024. Nonaccrual loans totaled $106.9 million, up $9.5 million from December 31, 2024. Nonaccrual loans as a percentage of the loan portfolio increased to 0.45% in 2025, compared to 0.42% in 2024. ORE and foreclosed assets were $14.8 million at December 31, 2025, down $13.0 million from December 31, 2024, largely attributable the sale of a foreclosed property from one commercial borrower.

Reportable modified loans to borrowers experiencing financial difficulty totaled $162.8 million at December 31, 2025 and includes $5.8 million of nonaccrual loans. Modified loans to borrowers experiencing financial difficulty totaled $99.5 million at December 31, 2024 and included $20.2 million of nonaccrual loans. These reportable modifications are granted as a part of our loss mitigation

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strategy to maximize expected payments. The increase in reportable modified loans reflects the continued stress on certain borrowers resulting from prolonged elevated interest rates, inflation, insurance costs, and other market conditions.

Criticized commercial loans totaled $535.4 million at December 31, 2025, down $87.6 million, or 14%, from $623.0 million at December 31, 2024. Criticized loans are defined as those having potential or well-defined weaknesses that deserve management’s close attention (risk-rated special mention, substandard and doubtful), including both accruing and nonaccruing loans. Criticized commercial loans comprised 2.88% of that portfolio at December 31, 2025, down from 3.47% at December 31, 2024. We remain focused on identifying specific and broader risk indicators that may be impacting certain segments in our portfolio, and we have not seen signs of significant weakening in any particular industry, sector or geographic segment beyond what we believe has been experienced by the banking industry as a whole. Our criticized commercial loans at December 31, 2025 are spread across many industries, with the largest concentrations as follows: $96.4 million real estate, rental and leasing, $67.5 million in hospitality, $63.9 million in transportation and warehousing, $62.9 million healthcare and social assistance, $57.4 million in retail trade, $54.4 million in construction and $51.1 million in wholesale trade. Commercial loans risk rated pass-watch totaled $614.8 million at December 31, 2025, compared to $521.4 million at December 31, 2024. The pass-watch risk rating includes credits with negative performance trends that reflect sufficient risk to cause concern, but have not risen to the level of criticized.

Allowance for Credit Losses

At December 31, 2025, the allowance for credit losses was $341.7 million, comprised of $307.8 million in allowance for loan losses and $33.9 million in the reserve for unfunded lending commitments. The allowance for credit losses decreased $1.3 million from $342.9 million at December 31, 2024, which was comprised of $318.9 million in allowance for loan losses and $24.1 million in the reserve for unfunded lending commitments. The $11.2 million decrease in the funded allowance was largely due to a reduction in reserves on commercial real estate – income producing loans, a portfolio where credit metrics have been improving. The $9.9 million increase in the reserve for unfunded lending commitments was largely volume driven.

Our allowance for credit losses coverage to total loans decreased to 1.43% at December 31, 2025, compared to 1.47% at December 31, 2024. The allowance for credit losses on the commercial portfolio totaled $272.0 million, or 1.46% of that portfolio, at December 31, 2025, down from $272.5 million, or 1.52%, at December 31, 2024. The allowance for credit losses on the residential mortgage portfolio totaled $42.8 million, or 1.07% of that portfolio, at December 31, 2025, relatively flat compared to $42.4 million, or 1.07%, at December 31, 2024. The allowance for credit losses on the consumer portfolio totaled $26.8 million, or 2.00% of that portfolio, at December 31, 2025, down from $28.0 million, or 2.04%, at December 31, 2024.

The $1.3 million net decrease in the allowance for credit losses from December 31, 2024 includes a decrease of $2.2 million in individually evaluated reserves (generally used for nonperforming loans), partially offset by an increase of $0.9 million in collectively evaluated reserves. We utilized the December 2025 Moody’s economic scenarios to inform our allowance for credit losses at December 31, 2025. After considering the variables underlying each of the Moody’s economic scenarios, management probability-weighted the baseline scenario at 50% and the downside S-2 mild recessionary scenario at 50% in the estimation of the allowance for credit losses at December 31, 2025, compared to probability weighting of the baseline scenario at 40% and the downside S-2 mild recessionary scenario at 60% in the estimation of the allowance for credit losses at December 31, 2024. The change in probability weightings from those used at December 31, 2024, does not indicate a significant shift in our overall credit loss outlook, but rather reflects a shift in the assumptions underlying the forecasts. Each of the scenarios considered have varying degrees of severity and duration of impacts to forecasted market conditions, economic indicators, monetary and other governmental policies and geopolitical conditions, among other variables. Refer to the Economic Outlook section of this discussion and analysis for further information on the Moody’s scenarios and our weighting assumptions.

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The following table sets forth activity in the allowance for loan losses for the periods indicated.

TABLE 18. Summary of Activity in the Allowance for Credit Losses

December 31,

($ in thousands)

2025

2024

2023

Provision and Allowance for Credit Losses

Allowance for Loan Losses:

Allowance for loan losses at beginning of period

$

318,882

$

307,907

$

307,789

Loans charged-off:

Commercial non real estate

45,564

45,488

59,830

Commercial real estate - owner occupied

4,626

143

—

Total commercial & industrial

50,190

45,631

59,830

Commercial real estate - income producing

34

8,822

73

Construction and land development

1,314

264

72

Total Commercial

51,538

54,717

59,975

Residential mortgages

922

380

55

Consumer

16,006

17,987

15,393

Total charge-offs

68,466

73,084

75,423

Recoveries of loans previously charged-off:

Commercial non real estate

11,332

22,292

6,152

Commercial real estate - owner occupied

686

1,036

957

Total commercial & industrial

12,018

23,328

7,109

Commercial real estate - income producing

49

7

14

Construction and land development

123

64

11

Total commercial

12,190

23,399

7,134

Residential mortgages

841

595

1,278

Consumer

2,976

3,057

3,611

Total recoveries

16,007

27,051

12,023

Total net charge-offs

52,459

46,033

63,400

Provision for loan losses

41,308

57,008

63,518

Allowance for loan losses at end of period

$

307,731

$

318,882

$

307,907

Reserve for Unfunded Lending Commitments:

Reserve for unfunded lending commitments at beginning of period

24,053

28,894

33,309

Provision for losses on unfunded lending commitments

9,875

(4,841

)

(4,415

)

Reserve for unfunded lending commitments at end of period

$

33,928

$

24,053

$

28,894

Total Allowance for Credit Losses

$

341,659

$

342,935

$

336,801

Total Provision for Credit Losses

$

51,183

$

52,167

$

59,103

Coverage ratios:

Allowance for loan losses to period end loans

1.28

%

1.37

%

1.29

%

Allowance for credit loss to period end loans

1.43

%

1.47

%

1.41

%

Charge-offs ratios

Gross charge-offs to average loans

0.29

%

0.31

%

0.32

%

Recoveries to average loans

0.07

%

0.11

%

0.05

%

Net charge-offs to average loans

0.22

%

0.19

%

0.27

%

Net Charge-offs to average loans by portfolio:

Commercial non real estate

0.35

%

0.24

%

0.54

%

Commercial real estate - owner occupied

0.13

%

(0.03

)%

(0.03

)%

Total commercial & industrial

0.30

%

0.17

%

0.40

%

Commercial real estate - income producing

(0.00

)%

0.22

%

0.00

%

Construction and land development

0.10

%

0.01

%

0.00

%

Total Commercial

0.22

%

0.17

%

0.28

%

Residential mortgages

0.00

%

(0.01

)%

(0.03

)%

Consumer

0.98

%

1.08

%

0.79

%

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An allocation of the loan loss allowance by major loan category is set forth in the following table for the periods indicated.

TABLE 19. Allocation of Allowance for Loan Losses by Category

December 31,

2025

2024

($ in thousands)

Allowance for

 Loan Losses

% of Total

Allowance

Allowance for

 Loan Losses

% of Total

Allowance

Commercial non-real estate

$

121,439

40

%

$

121,090

38

%

Commercial real estate - owner occupied

40,695

13

36,264

11

Total commercial & industrial

162,134

53

157,354

49

Commercial real estate - income producing

60,475

19

71,975

23

Construction and land development

17,450

6

21,158

7

Residential mortgages

42,834

14

42,445

13

Consumer

24,838

8

25,950

8

Total

$

307,731

100

%

$

318,882

100

%

Deposits

Deposits provide the most significant source of funding for our interest earning assets. Generally, our ability to compete for market share depends on our deposit pricing and our wide range of products and services that are focused on customer needs, among other factors. We offer high-quality banking services with convenient delivery channels, including online and mobile banking. We provide specialized services to our commercial customers to promote commercial deposit growth. These services include treasury management, industry expertise and lockbox services.

Lack of diversity in concentration within a deposit base may increase the risk of events or trends that could prompt a larger-scale demand for deposits outflow. Concerns over a financial institution’s ability to protect deposit balances in excess of the federally insured limit may increase the risk of a deposit run. We consider our deposit base to be seasoned, stable and well-diversified. We also offer our customers an insured cash sweep product (ICS) that allows customers to secure deposits above FDIC insured limits. The ICS product totaled $322.2 million at December 31, 2025, compared to $359.7 million at December 31, 2024. At December 31, 2025, we have calculated our average deposit account size by dividing period-end deposits by the population of accounts with balances to be approximately $37,700, which includes $197,700 in our commercial and small business lines (excluding public funds), $122,900 in our wealth management business line, and $18,100 in our consumer business line.

Further, at December 31, 2025, our sources of liquidity exceed uninsured deposits. We have estimated the Bank’s amount of uninsured deposits using the methodologies and assumptions required for FDIC regulatory reporting to be approximately $14.8 billion at December 31, 2025, compared to $14.6 billion at December 31, 2024. Our uninsured deposit total at December 31, 2025 includes approximately $3.6 billion of public funds that have pledged securities as collateral, leaving approximately $11.3 billion of noncollateralized, uninsured deposits compared to total liquidity of $18.9 billion. Our ratio of noncollateralized, uninsured deposits to total deposits was approximately 38.6% at December 31, 2025, compared to 37.3% at December 31, 2024.

Total deposits were $29.3 billion at December 31, 2025, down $213.1 million, or 1%, from December 31, 2024. Deposit levels and composition in 2025 were influenced in part by the falling interest rate environment. Average deposits for the year ended December 31, 2025 were $28.7 billion, down $491.5 million, or 2%, from 2024.

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The following table shows the composition of our deposits at December 31, 2025 and 2024 is as follows:

TABLE 20. Deposits

December 31,

($ in thousands)

2025

2024

Noninterest-bearing deposits

$

10,374,991

$

10,597,461

Interest-bearing retail transaction and savings deposits

11,998,892

11,327,725

Interest-bearing public fund deposits:

Public fund transaction and savings deposits

3,120,389

3,127,427

Public fund time deposits

96,925

85,072

Total interest-bearing public fund deposits

3,217,314

3,212,499

Retail time deposits

3,688,577

4,348,265

Brokered time deposits

—

6,901

Total interest-bearing deposits

18,904,783

18,895,390

Total deposits

$

29,279,774

$

29,492,851

At December 31, 2025, noninterest-bearing demand deposits totaled $10.4 billion, down $222.5 million, or 2%, from December 31, 2024. Noninterest-bearing demand deposits comprised 35% of total deposits at December 31, 2025 and 36% at December 31, 2024.

Interest-bearing transaction and savings accounts totaled $12.0 billion at December 31, 2025, up $671.2 million, or 6%, from December 31, 2024. Retail time deposits totaled $3.7 billion at December 31, 2025, down $659.7 million, or 15%, from December 31, 2024. The shift within the mix of these products is largely reflective of the falling interest rate environment, as time deposits maturing at lower rates prompted some shift to transaction and savings deposits.

Interest-bearing public fund deposits totaled $3.2 billion at December 31, 2025, up $4.8 million, or less than 1%, from December 31, 2024. Seasonal cash inflows from public entities in the fourth quarter of each year typically results in higher balances than at other times during the year with subsequent reductions in the first quarter of the following year. There were no brokered deposits at December 31, 2025, compared to $6.9 million at December 31, 2024.

Table 21 sets forth average balances and weighted-average rates paid on deposits for each year in the three-year period ended December 31, 2025, as well as the percentage of total deposits for each category. Table 22 sets forth the maturities of time certificates of deposit greater than $250,000 at December 31, 2025.

TABLE 21. Average Deposits

2025

2024

2023

($ in millions)

Balance

Rate

Mix

Balance

Rate

Mix

Balance

Rate

Mix

Interest-bearing deposits:

Interest-bearing transaction deposits

$

2,901.4

1.36

%

10.1

%

$

2,686.1

1.55

%

9.2

%

$

2,429.5

0.93

%

8.2

%

Money market deposits

6,510.5

2.83

%

22.7

%

6,136.1

3.25

%

21.0

%

5,762.9

2.67

%

19.6

%

Savings deposits

2,139.2

0.77

%

7.5

%

2,082.8

0.34

%

7.1

%

2,424.9

0.02

%

8.2

%

Time deposits

3,968.2

3.60

%

13.8

%

4,833.7

4.62

%

16.6

%

3,970.4

4.17

%

13.5

%

Public Funds

2,966.2

2.94

%

10.3

%

2,938.7

3.50

%

10.1

%

2,971.6

3.38

%

10.1

%

Total interest-bearing deposits

18,485.5

2.54

%

64.4

%

18,677.4

3.08

%

64.0

%

17,559.3

2.53

%

59.6

%

Noninterest bearing demand deposits

10,191.9

35.6

%

10,491.5

36.0

%

11,919.2

40.4

%

Total deposits

$

28,677.4

100.0

%

$

29,168.9

100.0

%

$

29,478.5

100.0

%

TABLE 22. Maturity of Time Deposit greater than or equal to $250,000*

December 31,

($ in thousands)

2025

Three months

$

726,225

Over three months through six months

500,612

Over six months through one year

231,533

Over one year

9,686

Total

$

1,468,056

* Includes public fund time deposits

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Table of Contents

Short-Term Borrowings

Short-term borrowings totaled $1.0 billion at December 31, 2025, up $378.3 million, or 59%, from December 31, 2024. Average short-term borrowings for the year ended December 31, 2025 totaled $969.6 million, up $78.1 million, or 9%, from 2024. Short-term borrowings are a core portion of the Company’s funding strategy, the balance of which can fluctuate depending on our funding needs and the sources utilized.

Table 23 sets forth balances of short-term borrowings for each of the past three years. Short-term borrowings consist of federal funds purchased, securities sold under agreements to repurchase and borrowings from the FHLB. Customer repurchase agreements are a source of customer funding. These agreements are offered mainly to commercial customers to assist them with their ongoing cash management strategies or to provide a temporary investment vehicle for their excess liquidity pending redeployment for corporate or investment purposes. While customer repurchase agreements provide a recurring source of funds to the Bank, the amounts available over time will vary.

TABLE 23. Short-Term Borrowings

($ in thousands)

2025

2024

2023

Federal funds purchased:

Amount outstanding at period end

$

70,400

$

300

$

350

Average amount outstanding during period

16,879

12,935

7,525

Maximum amount at any month end during period

110,300

200,275

100,350

Weighted-average interest rate at period end

3.74

%

3.90

%

4.90

%

Weighted-average interest rate during period

4.84

%

5.61

%

5.70

%

Securities sold under agreements to repurchase:

Amount outstanding at period end

$

546,892

$

638,715

$

454,479

Average amount outstanding during period

613,630

639,912

513,306

Maximum amount at any month end during period

734,288

792,589

625,773

Weighted-average interest rate at period end

1.18

%

0.95

%

1.16

%

Weighted-average interest rate during period

1.36

%

1.65

%

1.36

%

FHLB borrowings:

Amount outstanding at period end

$

400,000

$

—

$

700,000

Average amount outstanding during period

339,044

238,593

1,172,603

Maximum amount at any month end during period

1,275,000

650,000

3,100,000

Weighted-average interest rate at period end

3.62

%

—

5.58

%

Weighted-average interest rate during period

4.28

%

5.48

%

5.05

%

Long-Term Debt

Long-term debt totaled $199.4 million at December 31, 2025, down $11.1 million from December 31, 2024, due to tax credit fund activity.

Long-term debt at December 31, 2025 includes subordinated notes payable with an aggregate principal amount of $172.5 million, a fixed rate of 6.25% per annum and a stated maturity of June 15, 2060. Subject to prior approval by the Federal Reserve, the Company may redeem the notes in whole or in part on any interest payment date. This debt qualifies as tier 2 capital in the calculation of certain regulatory capital ratios.

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Table of Contents

LOAN COMMITMENTS AND LETTERS OF CREDIT

In the normal course of business, the Bank enters into financial instruments, such as commitments to extend credit and letters of credit, to meet the financing needs of its customers. Such instruments are not reflected in the accompanying consolidated financial statements until they are funded, although they expose the Bank to varying degrees of credit risk and interest rate risk in much the same way as funded loans.

Commitments to extend credit totaled $9.7 billion at December 31, 2025 and include revolving commercial credit lines, non-revolving loan commitments issued mainly to finance the acquisition and development of construction of real property or equipment, and credit card and personal credit lines. The availability of funds under commercial credit lines and loan commitments generally depends on whether the borrower continues to meet credit standards established in the underlying contract, which may include the maintenance of sufficient collateral coverage levels, payment and financial performance, and compliance with other contractual conditions. Loan commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee by the borrower. Credit card and personal credit lines are generally subject to adjustment or cancellation if the borrower’s credit quality deteriorates. A number of commercial and personal credit lines are used only partially or, in some cases, not at all before they expire, and the total commitment amounts do not necessarily represent our future cash requirements.

Letters of credit totaled $409.0 million at December 31, 2025. A substantial majority of the letters of credit are standby agreements that obligate the Bank to fulfill a customer’s financial commitments to a third party if the customer is unable to perform. The Bank issues standby letters of credit primarily to provide credit enhancement to customers’ other commercial or public financing arrangements and to help them demonstrate financial capacity to vendors of essential goods and services.

The contract amounts of these instruments reflect our exposure to credit risk. The Bank undertakes the same credit evaluation in making loan commitments and assuming conditional obligations as it does for on-balance sheet instruments and may require collateral or other credit support. At December 31, 2025, the Company had a reserve for unfunded lending commitments of $33.9 million.

The following table shows the commitments to extend credit and letters of credit at December 31, 2025 and 2024 according to expiration date.

TABLE 24. Loan Commitments and Letters of Credit

Expiration Date

($ in thousands)

Total

Less Than

1 Year

1-3

Years

3-5

Years

More Than

5 Years

December 31, 2025

Commitments to extend credit

$

9,650,197

$

4,184,857

$

2,449,822

$

2,250,883

$

764,635

Letters of credit

409,010

337,198

67,238

4,574

—

Total

$

10,059,207

$

4,522,055

$

2,517,060

$

2,255,457

$

764,635

Expiration Date

($ in thousands)

Less Than

1 Year

1-3

Years

3-5

Years

More Than

5 Years

December 31, 2024

Commitments to extend credit

$

9,249,468

$

3,894,217

$

2,344,538

$

2,236,744

$

773,969

Letters of credit

420,614

1,134

387,121

32,359

—

Total

$

9,670,082

$

3,895,351

$

2,731,659

$

2,269,103

$

773,969

ENTERPRISE RISK MANAGEMENT

We proactively manage risks to capture opportunities and maximize shareholder value. We balance revenue generation and profitability with the inherent risks of our business activities. Enterprise risk management helps protect shareholder value by assessing, monitoring, and managing the risks associated with our businesses. Strong risk management practices enhance decision-making, facilitate successful implementation of new initiatives, and where appropriate, support undertaking greater levels of well-managed risk to drive growth and achieve strategic objectives. Our risk management culture integrates a board-approved risk appetite with senior management direction and governance to facilitate the execution of the Company’s strategic plan. This integration ensures the daily management of risks by product types and continuous corporate monitoring of the levels of risk across the Company. We make changes to our enterprise risk management program and risk governance framework as described here at the direction of senior management and the Board of Directors to capture opportunities and to respond to changes in strategic, business, and operational environments.

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Risk Categories and Definitions

Consistent with other participants in the financial services industry, the primary risk exposures of the Company are credit, market, liquidity, operational, legal, reputational, and strategic. We have adopted the six risk categories as outlined by the Federal Reserve Board and other bank regulators to govern the risk management of banks and bank holding companies. Oversight responsibility for our categories is assigned within our risk committee governance structure:

•
Credit risk arises from the potential that a borrower or counterparty will fail to perform on an obligation.

•
Market risk is a financial institution’s condition resulting from adverse movements in market rates or prices, such as interest rates, foreign exchange rates, or equity prices.

•
Liquidity risk is the potential that an institution will be unable to meet its obligations as they come due because of an inability to liquidate assets or obtain adequate funding (referred to as “funding liquidity risk”) or that it cannot easily unwind or offset specific exposures without significantly lowering market prices because of inadequate market depth or market disruptions ("market liquidity risk").

•
Operational risk is the potential that inadequate information systems, operational problems, breaches in internal controls, breaches in customer data, fraud, or unforeseen catastrophes will result in unexpected losses. Consistently and interchangeably for the Company, Basel II defines this risk as the risk of loss resulting from inadequate or failed internal processes, people and systems, or from external events. The Company assesses compliance risk, the risk to current or anticipated earnings or capital arising from violations of laws, rules or regulations, or from non-conformance with prescribed practices, internal policies and procedures or ethical standards, as a subcategory of operational risk.

•
Legal risk is the potential that unenforceable contracts, lawsuits, or adverse judgments can disrupt or otherwise negatively affect the operations or condition of a banking organization.

•
Strategic risk is the risk to current or anticipated earnings, capital, or franchise or enterprise value arising from adverse business decisions, poor implementation of business decisions, or lack of responsiveness to changes in the competitive landscape of banking and financial services industries and operating environment.

While no longer part of the Federal Reserve Board examination program, the Company also considers reputational risk. Reputational risk is the potential that negative publicity regarding an institution’s business practices, whether true or not, will cause a decline in the customer base, costly litigation, or revenue reductions. The Company also recognizes its reputation with shareholders and associates is an important factor of reputational risk.

Risk Committee Governance Structure

Effective risk management governance requires active oversight, participation, and interaction by senior management and the Board of Directors. Our enterprise risk management framework uses a tiered risk/reward committee structure to facilitate the timely discussion of significant risks, issues and risk mitigation strategies to inform management and the Board’s decision making. Additionally, the committee structure provides ongoing oversight and facilitates escalation within assigned risk committees. Following is a summary of our risk governance structure and related responsibilities:

•
Board risk committees. The Company’s Board of Directors has established a Board Risk Committee and Credit Risk Management Subcommittee of the Board Risk Committee to oversee the effective establishment of a risk governance framework, provide for an independent Credit Review assurance function, ensure the overall corporate risk profile is within its risk appetite, and direct changes or make recommendations to the Board of Directors when deemed necessary. Additionally, the Board of Directors has established an Audit Committee to provide independent oversight on the effectiveness of these matters and the Company’s internal control and regulatory environment. The Board Risk Committee is chaired by an independent director. The Board has designated Ms. Joanie Teofilo, Ms. Sonia Pérez and Mr. Moses Feagin, independent directors who serve on the Board Risk Committee, as risk management experts. Other committees of the Board of Directors oversee certain risks that overlap with the Board Risk Committee’s enterprise risk management oversight, including the Compensation Committee, which evaluates and manages any risk posed by compensation and benefits programs and oversees human capital efforts, and the Corporate Governance and Nominating Committee, which provides oversight on a broad range of issues surrounding the composition and operation of the Board of Directors.

•
Governance committees. The Capital Committee (CAPCO) of the Company serves as the senior level management risk/reward committee and oversees the business strategy, organizational structure, capital planning, and liquidity strategies for the Company. CAPCO directly oversees the strategic and reputation risk categories, which include litigation strategy and the development of capital stress testing within the Company’s risk governance framework. CAPCO drives business strategy development and execution, provides corporate financial oversight, and is responsible for portfolio risk

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committee oversight. CAPCO provides oversight of the portfolio risk/reward committees to ensure tactics to address business strategy changes are properly vetted and adopted, and protect the Company’s reputation.

•
Portfolio committees. The Company has three portfolio risk/reward committees focusing on credit (CREDCO), market and liquidity through asset/liability management (ALCO), and operational, legal and compliance (OPCO) risk categories. These committees review and monitor the risk categories in a portfolio context so that risk assessment and management processes are being effectively executed to identify and manage risk, direct changes, and escalate issues to CAPCO and Board Risk Committees when needed. The committees also monitor the risk portfolios for changes to the Company’s risk profile as well as to assess whether the risk portfolio is performing within the board-approved risk appetite. Portfolio committees report to CAPCO. In addition, the Company has established a Corporate Responsibility Council, which includes members of senior management, that develops, monitors and assesses the strategies related to corporate responsibility and sustainability.

Risk Leadership and Organization

The risk management function of the Company is led by our Chief Risk Officer. The Chief Risk Officer, who reports directly to the CEO, provides overall vision, direction and leadership regarding our enterprise risk management program. The Chief Risk Officer exercises independent judgment and reporting of risk through a direct working relationship with the Board Risk Committee, and the Chief Credit Officer has the same role with the Credit Risk Management Subcommittee. The functional areas reporting to the Chief Risk Officer are the enterprise risk management, operational risk management, model risk management, data governance, compliance, credit review (administrative only), corporate insurance, regulatory relations, and financial crimes programs. The Chief Risk Officer also works closely with the Chief Internal Auditor to provide assurance to the Board and senior management regarding risk management controls and their effectiveness. The Chief Internal Auditor reports to the Board’s Audit Committee to assure independence of the internal audit function. Another risk management function reporting to the CEO is the Chief Credit Officer.

Credit Risk

The Bank’s primary lending focus is to provide commercial, consumer, and real estate loans to consumers, to small and middle market businesses, to larger corporate clients in their respective market areas, and to state, county, parish and municipal government entities. Diversification in the loan portfolio is a means to reduce the risks associated with economic fluctuations. The Bank has no significant concentrations of loans to individual borrowers or foreign entities.

Our commercial and industrial portfolio, which includes commercial non-real estate and owner occupied commercial real estate lending is diverse across various industries. We continuously manage our exposure to improve our cross-industry diversification, and proactively manage potential impacts to earnings.

Real estate loan levels are monitored throughout the year, and the bank currently does not have a commercial real estate concentration as defined by interagency guidelines.

Monitoring collateral is also an essential component of managing the Bank’s real estate and non-real estate related credit risk exposure. For real estate-secured loans, third-party valuations are obtained at the time of origination, and updated if it is determined that the collateral value has deteriorated or if the loan is deemed to be a problem loan. Property valuations are ordered through, and reviewed by, the Bank’s appraisal department, which is independent of the loan origination and approval process. When deemed necessary, third-party valuations may also be obtained for non-real estate collateral based on the same criteria as real estate secured loans. Collateral valuations, along with anticipated selling costs, are used to assess the need for an appropriate allowance allocation and/or full or partial charge-off when it is probable that the borrower will be unable to meet payment obligations as they become due.

The Bank maintains a Credit Review function so that developing credit concerns are identified and addressed in a timely manner. Credit Review is managed by our Director of Credit Review who reports to the Credit Risk Management Subcommittee, a subcommittee of the Board Risk Committee. Further, an active watch list review process is in place as part of the Bank’s problem loan management strategy, and a list of loans 90 days past due and still accruing is reviewed with management (including the Chief Credit Officer) at least monthly. Recommendations flow from all of the above activities with the goal of recognizing nonperforming loans and determining the appropriate accrual status.

Asset/Liability Management

Asset/Liability Management consists of quantifying, analyzing, and controlling interest rate risk (IRR) to maintain stability in net interest income under varying interest rate environments. The principal objective of asset/liability management is to maximize net interest income while operating within acceptable interest rate risk limits and maintaining adequate levels of liquidity. Our net earnings are materially dependent on our net interest income.

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IRR inherent in the Company’s balance sheet consists of reprice, option, yield curve, and basis risks. Reprice risk results from differences in the maturity or repricing of asset and liability portfolios. Option risk arises from “embedded options” present in many financial instruments such as loan prepayment options, deposit early withdrawal options, and interest rate options. These options allow customers opportunities to benefit when market interest rates change, which typically results in higher costs or lower revenue for the Company. Yield curve risk refers to the risk resulting from unequal changes in the spread between two or more rates for different maturities for the same instrument. Basis risk refers to the potential for changes in the underlying relationship between market rates and indices, which subsequently results in changes to the profit spread on an earning asset or liability. Basis risk is also present in administered rate liabilities, such as savings accounts, negotiable order of withdrawal accounts, and money market accounts where historical pricing relationships to market rates may change due to the level or directional change in market interest rates.

ALCO manages our IRR exposures through proactive measurement, monitoring, and management actions. ALCO is responsible for maintaining levels of IRR within limits approved by the Board of Directors by adhering to a risk management policy that is designed to promote a stable net interest margin in periods of interest rate fluctuation. Accordingly, the Company’s interest rate sensitivity and liquidity are monitored on an ongoing basis by ALCO, which oversees market risk management and establishes risk measures, limits and policy guidelines for managing the amount of interest rate risk and its effect on net interest income and capital. A variety of measures are used to provide for a comprehensive view of the magnitude of interest rate risk, the distribution of risk, the level of risk over time and the exposure to changes in certain interest rate relationships.

The Company utilizes an asset/liability model as the primary quantitative tool in measuring the amount of IRR associated with changing market rates. The model is used to perform net interest income, economic value of equity (EVE), stochastic, and gap analyses. When performing net interest income at risk analysis, the model is used to quantify the effects of various interest rate scenarios on projected net interest income and projected net income over the next 12-month and 24-month periods. The model measures the impact on net interest income relative to a base case scenario given hypothetical fluctuations in interest rates over the next 24 months. Regarding EVE analysis, the model is used to assess the change in theoretical equity market value that would occur in response to instantaneous and sustained parallel shifts in market interest rates. EVE analysis is primarily used to identify long-term structural mismatches in the balance sheet as market rates move, while net interest income analysis assesses the impact of market rate movements over a short time horizon. Net interest income simulations incorporate assumptions regarding balance sheet growth and mix as well as the pricing, repricing, and maturity characteristics of the existing and projected balance sheet. The impact of interest rate derivatives, such as interest rate swaps, caps and floors, is also included in the model. Other interest rate-related risks such as prepayment, basis, and option risk are also considered.

Net Interest Income at Risk

Our primary market risk is interest rate risk that stems from uncertainty with respect to the absolute and relative levels of future market interest rates that affect our financial products and services. In an attempt to manage our exposure to interest rate risk, management measures the sensitivity of our net interest income and cash flows under various market interest rate scenarios, establishes interest rate risk management policies and implements asset/liability management strategies designed to promote a relatively stable net interest margin under varying rate environments.

The following table presents an analysis of our interest rate risk as measured by the estimated changes in net interest income resulting from an instantaneous and sustained parallel shift in rates at December 31, 2025. Shifts are measured in 100 basis point increments in a range from -500 to +500 basis points from base case, with -300 through +300 basis points presented in Table 25. Our interest rate sensitivity modeling incorporates a number of assumptions including loan and deposit repricing characteristics, the rate of loan prepayments and other factors. The base scenario assumes that balance sheet composition and the current interest rate environment is held constant over a 24-month forecast period and is the scenario to which all others are compared in order to measure the change in net interest income. Policy limits on the change in net interest income under a variety of interest rate scenarios are approved by the Board of Directors. All policy scenarios assume a static volume forecast where the balance sheet is held constant, although other scenarios are modeled.

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TABLE 25. Net Interest Income (te) at Risk

Estimated Increase

in NII

Change in Interest Rates

Year 1

Year 2

(basis points)

-

300

(5.21)%

(13.91)%

-

200

(4.13)%

(10.16)%

-

100

(1.94)%

(4.76)%

+

100

1.49%

3.93%

+

200

2.80%

7.50%

+

300

4.07%

10.97%

The results indicate a general asset sensitivity across most scenarios driven primarily by repricing of cash flows in the investment and loan portfolios. As short-term rates remained relatively elevated over the year, the funding mix has shifted to more rate sensitive deposits and wholesale sources, resulting in lower overall net interest income at risk as deposit repricing is expected to offset rate adjustments in the floating rate loan book. Furthermore, due to the shift in funding mix, the Bank is currently less sensitive to changes in short-term rate movements with interest rate risk being driven more by changes in the mid to long-term segment of the yield curve. When deemed prudent, management has taken actions to mitigate exposure to interest rate risk with on-or off-balance sheet financial instruments and intends to do so in the future. Possible actions include, but are not limited to, changes in the pricing of loan and deposit products, modifying the composition of earning assets and interest-bearing liabilities, and adding to, modifying or terminating existing interest rate swap agreements or other financial instruments used for interest rate risk management purposes.

Even if interest rates change in the designated amounts, there can be no assurance that our assets and liabilities would perform as anticipated. Additionally, a change in the U.S. Treasury rates in the designated amounts accompanied by a change in the shape of the U.S. Treasury yield curve would cause significantly different changes to net interest income than indicated above. Strategic management of our balance sheet and earnings is fluid and would be adjusted to accommodate these movements. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented above. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Certain assets such as adjustable-rate loans have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Also, the ability of many borrowers to service their debt may decrease in the event of an interest rate increase. All of these factors are considered in monitoring exposure to interest rate risk.

Economic Value of Equity (EVE)

EVE simulation involves calculating the present value of all future cash flows from assets and subtracting the present value of all future cash outflows from liabilities including the impact of off-balance sheet items such as interest rate hedges. This analysis results in a theoretical market value of the bank’s equity or EVE. Management’s focus on EVE analysis is not on the resulting calculation of EVE itself, but instead on the sensitivity of EVE to changes in market rates. Policy limits on the change in EVE under a variety of interest rate scenarios are approved by the Board of Directors. The following table presents an analysis of the change in the Bank’s EVE resulting from instantaneous and parallel shifts in rates as of December 31, 2025. Shifts are measured in 100 basis point increments ranging from -500 to +500 basis points from base case, with -300 through +300 basis points presented in Table 26.

TABLE 26. Economic Value of Equity

Estimated Change

in EVE at

Change in Interest Rates

December 31, 2025

(basis points)

-

300

2.79%

-

200

2.57%

-

100

1.77%

+

100

(2.63)%

+

200

(5.72)%

+

300

(8.95)%

The net changes in EVE presented in the preceding table are within the parameters approved by the Board of Directors. Because EVE measures the present value of cash flows over the estimated lives of instruments, the change in EVE does not directly correlate to the

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degree that earnings would be impacted over a shorter time horizon (i.e., the current year). Further, EVE does not consider factors such as future balance sheet growth, changes in product mix, changes in yield curve relationships, possible hedging activities, or changing product spreads, each of which could mitigate the adverse impact of changes in interest rates.

Operational Risk Management

Operational risk is the risk of loss resulting from inadequate or failed internal controls and processes, people and systems, or from external events, including fraud, litigation and data security incidents. We depend on the ability of our employees and systems to process, record and monitor a large number of transactions on an on-going basis. As operational risk remains elevated and as customer and regulatory expectations regarding information security have increased, the Company continues to enhance its controls, processes and systems in order to protect the Company’s networks, computers, software and data from attack, damage or unauthorized access.

The Board Risk Committee has primary responsibility for the oversight of operational risk. In this capacity, the Board Risk Committee oversees the Company’s processes for identifying, assessing, monitoring and managing cybersecurity risk. In addition, individual business lines have direct and primary responsibility and accountability for identifying, controlling, and monitoring operational risks embedded in their business activities.

See Item 1A. “Risk Factors” for further discussion of the risks associated with an interruption or incidents in our information systems or infrastructure and Item 1C. “Cybersecurity” for additional disclosures on cybersecurity and related risk management strategy and governance.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Liquidity management ensures that funds are available to meet the cash flow requirements of our depositors and borrowers, while also meeting the operating, capital and strategic cash flow needs of the Company, the Bank and other subsidiaries. As part of the overall asset and liability management process, liquidity management strategies and measurements have been developed to manage and monitor liquidity risk. The following table summarizes available liquidity at December 31, 2025.

TABLE 27. Net Available Sources of Funds

December 31, 2025

($ in thousands)

Total

Available

Amount

Used

Net

Availability

Available Sources of Funding:

Internal Sources

Free securities

$

4,153,209

$

—

$

4,153,209

External Sources

Federal Home Loan Bank (a)

6,749,076

1,452,438

5,296,638

Federal Reserve Bank

3,307,233

—

3,307,233

Brokered deposits

4,391,966

—

4,391,966

Other

1,159,000

70,000

1,089,000

Total Available Sources of Funding

$

19,760,484

$

1,522,438

$

18,238,046

Cash and other interest-bearing bank deposits

695,261

Total Liquidity

$

18,933,307

(a) Amount used includes funded advances and letters of credit.

TABLE 28. Liquidity Metrics

2025

2024

2023

Free securities / total securities

51.97

%

48.65

%

38.80

%

Core deposits / total deposits

94.99

%

94.12

%

92.51

%

Wholesale funds / core deposits

4.37

%

3.09

%

7.21

%

Liquid assets / total liabilities

15.63

%

15.26

%

12.69

%

Average loans / average deposits

81.48

%

81.01

%

80.04

%

At December 31, 2025, our available on and off-balance sheet liquidity of $18.9 billion is well in excess of our estimated uninsured, noncollateralized deposits of approximately $11.3 billion.

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The asset portion of the balance sheet provides liquidity primarily through loan principal repayments, maturities and repayments of investment securities and occasional sales of various assets. Short-term investments such as federal funds sold, securities purchased under agreements to resell and interest-bearing deposits with the Federal Reserve Bank or with other commercial banks are additional sources of liquidity to meet cash flow requirements. Free securities represent unpledged securities that can be sold or used as collateral for borrowings, and include unpledged securities assigned to short-term dealer repurchase agreements or to the Federal Reserve Bank discount window. Management has established an internal target for the ratio of free securities to total securities of 20% or greater. As shown in Table 28 above, our ratios of free securities to total securities were 51.97% and 48.65% at December 31, 2025 and 2024, respectively. Securities and FHLB letters of credit are pledged as collateral related to public funds and repurchase agreements. The carry value of total pledged securities was $3.9 billion at both December 31, 2025, and 2024.

The liability portion of the balance sheet provides liquidity mainly through the ability to use cash sourced from various customers’ interest-bearing and noninterest-bearing deposit accounts. At December 31, 2025, deposits totaled $29.3 billion, a decrease of $213.1 million, or 1%, from December 31, 2024.

Core deposits represent total deposits excluding certificates of deposits (CDs) of $250,000 or more and brokered deposits. Core deposits totaled $27.8 billion at both December 31, 2025, and 2024. The ratio of core deposits to total deposits was 94.99% at December 31, 2025, up from 94.12% at December 31, 2024. The largest driver in the increase in the ratio was the decline in retail time deposits greater than $250,000.

There were no brokered time deposits at December 31, 2025, compared to $6.9 million at December 31, 2024. The use of brokered deposits as a funding source is subject to certain policies regarding the amount, term and interest rate.

Purchases of federal funds, securities sold under agreements to repurchase and other short-term borrowings from customers provide additional sources of liquidity to meet short-term funding requirements. Besides funding from customer sources, the Bank has a line of credit with the FHLB that is secured by blanket pledges of certain mortgage loans. At December 31, 2025, the Bank had borrowings of $400 million from the FHLB and had approximately $5.3 billion remaining available under this line. The Bank also has unused borrowing capacity at the Federal Reserve’s discount window of approximately $3.3 billion. There were no outstanding borrowings with the Federal Reserve at December 31, 2025 and December 31, 2024, or at any point during the years then ended.

Wholesale funds, which are comprised of short-term borrowings, long-term debt and brokered deposits were 4.37% of core deposits at December 31, 2025 and 3.09% at December 31, 2024. Wholesale funds totaled $1.2 billion at December 31, 2025, an increase of $360 million from December 31, 2024. The increase was primarily driven by increases of $400 million in FHLB borrowing and $70 million increase in federal funds purchased, partially offset by a $92 million decrease in customer securities sold under agreements to repurchase. The Company has established an internal target for wholesale funds to be less than 25% of core deposits.

Other key measures used to monitor liquidity include the liquid asset ratio and the loan to deposit ratio. The liquid asset ratio (liquid assets, consisting of cash, short-term investments and free securities, divided by total liabilities) measures our ability to meet short-term obligations. Our liquid asset ratio was 15.63% at December 31, 2025 compared to 15.26% at December 31, 2024. Management has established a minimum liquid asset ratio of 7.5% and an internal target of 12% or greater. The loan to deposit ratio (average loans outstanding during the reporting period divided by average deposits outstanding) measures the amount of funds the Company lends for each dollar of deposits on hand. Our average loan-to-deposit ratio was 81.48% for the year ended December 31, 2025 compared to 81.01% for the year ended December 31, 2024. Management has established a target range for the loan to deposit ratio of 87% to 89%, but has and will continue to operate outside that range under certain market conditions and circumstances.

Cash generated from operations is another important source of funds to meet liquidity needs. The Consolidated Statements of Cash Flows included in Part II, Item 8 of this document present operating cash flows and summarize all significant sources and uses of funds during the years ended December 31, 2025 and 2024.

Dividends received from the Bank have been the primary source of funds available to the Parent Company for the payment of dividends to our stockholders and for servicing its debt. The liquidity management process takes into account the various regulatory provisions that can limit the amount of dividends that the Bank can distribute to the Parent Company, as described in Note 13 – Stockholder’s Equity to the consolidated financial statements. The Parent targets cash and other liquid assets to provide liquidity in an amount sufficient to fund approximately six quarters of ongoing cash or liquid asset needs, consisting primarily of common stockholder dividends, debt service requirements, and any expected share repurchase or early extinguishment of debt. The Parent may operate below the target level on a temporary basis if a return to the target can be achieved in the near-term, generally not to exceed four quarters. The Parent had cash totaling $264.5 million at December 31, 2025.

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Material Cash Requirements

The Company has sufficient access to liquidity for operations. The following table summarizes select significant contractual obligations as of December 31, 2025, according to payments due by period. The table excludes obligations under deposit contracts and short-term borrowings discussed previously in this analysis. The maturities of time deposits in amounts greater than $250,000 are presented in Table 22. Purchase obligations represent material legal and binding contracts to purchase services and goods that cannot be settled or terminated without paying substantially all of the contractual amounts.

TABLE 29. Contractual Cash Obligations

Payment due by period

($ in thousands)

Total

Less Than

1 Year

1-3

Years

3-5

Years

More Than

5 Years

Long-term debt obligations

$

576,571

$

37,552

$

21,674

$

27,248

$

490,097

Operating lease obligations(1)

154,978

18,895

37,849

30,401

67,833

Purchase obligations

161,417

93,188

57,598

10,631

—

Commitments to fund low income housing and small business investment company

18,332

18,332

—

—

—

Total

$

911,298

$

167,967

$

117,121

$

68,280

$

557,930

(1) Includes four leases that had not yet commenced at December 31, 2025, totaling $7.4 million

Capital Resources

The Company has a strong capital position which is vital to continued profitability, promotes depositor and investor confidence, and provides a solid foundation for economic downturns, future growth and flexibility in addressing strategic opportunities. Stockholders’ equity totaled $4.5 billion at December 31, 2025 compared to $4.1 billion at December 31, 2024. The $332.5 million increase from December 31, 2024 is attributable to net income of $486.1 million, $229.8 million of other comprehensive income and $20.6 million of long-term incentive and dividend reinvestment activity, partially offset by share repurchases of $249.0 million and dividends of $155.1 million.

At December 31, 2025, our tangible common equity ratio was 10.06%, compared to 9.47% at December 31, 2024. The 59 bp increase is comprised of net income (+145 bps), other comprehensive income (+67 bps) and stock-based compensation and other activity (+6 bps), partially offset by share repurchases (-73 bps), dividends (-45 bps), capital deployed in the Sabal acquisition (-33 bps) and tangible asset growth (-8 bps).

The primary quantitative measures that regulators use to gauge capital adequacy are the ratios of Total, Tier 1 and Common Equity Tier 1 regulatory capital to risk-weighted assets (risk-based capital ratios) and the ratio of Tier 1 capital to average total assets (Leverage ratio). The Federal Reserve Board’s final rule implementing the Basel III regulatory capital framework and related changes per the Dodd-Frank Act established the Basel III minimum regulatory capital requirements for all organizations for Total, Tier 1 and Common Equity Tier 1 risk-based capital ratios equal to 8.00%, 6.00%, and 4.5%, respectively, as well as set a conservation buffer of 2.5% and a Leverage ratio of 4.0%. Based on capital ratios as of December 31, 2025 using Basel III definitions, the Company and the Bank exceeded all capital requirements of the rule. The Company and the Bank have established internal target ranges for Total, Tier 1 and Common Equity Tier 1 risk-based capital ratios and the leverage ratio. At December 31, 2025, each of these capital ratios fell within, or above, their respective target range.

At December 31, 2025, our regulatory capital ratios were well in excess of current regulatory minimum requirements, including the conservatism buffers, by at least $1.1 billion. Additionally, both the Company and the Bank were considered “well capitalized” by regulatory agencies. Note 13 – Stockholders’ Equity to the consolidated financial statements provides additional information about the Bank’s regulatory capital ratios.

The following table shows certain of the Company’s capital ratios and our regulatory capital ratios as calculated under current rules at December 31, 2025 and 2024.

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TABLE 30. Risk-Based Capital and Capital Ratios

($ in thousands)

2025

2024

Common equity tier 1 capital

$

3,872,490

$

3,886,926

Additional tier 1 capital

—

—

Tier 1 capital

3,872,490

3,886,926

Tier 2 capital

511,458

491,822

Total capital

$

4,383,948

$

4,378,748

Risk-weighted assets

$

28,377,413

$

27,490,356

Ratios

Leverage (Tier 1 capital to average assets)

11.17

%

11.29

%

Common equity tier 1 capital to risk-weighted assets

13.65

%

14.14

%

Tier 1 capital to risk-weighted assets

13.65

%

14.14

%

Total capital to risk-weighted assets

15.45

%

15.93

%

Common stockholders' equity to total assets

12.57

%

11.77

%

Tangible common equity to total assets

10.06

%

9.47

%

We regularly perform stress analysis on our capital levels. One such scenario includes the hypothetical impact of including accumulated other comprehensive losses on market valuations of available for sale securities and cash flow hedges in regulatory capital and a further stress scenario that includes both those losses plus losses on the held to maturity investment portfolio in regulatory capital. We estimate that our regulatory capital ratios would remain in excess of the well-capitalized minimums under both of these stress scenarios at December 31, 2025.

In January 2025, the Company’s Board of Directors declared a 12.5% increase in the regular quarterly cash dividend to $0.45 per share, bringing the annual cash dividend rate of $1.80 per share. During 2024, the Company paid an annual cash dividend rate of $1.50 per share. Subsequent to year end, in January 2026, the Company’s Board of Directors increased the quarterly dividend to $0.50 per share, or 11%. The increases in our dividends are reflective of our strong regulatory ratios, allowing for improved shareholder returns. The Company has paid uninterrupted quarterly dividends to shareholders since 1967.

STOCK REPURCHASE PROGRAM

In December 2024, the Company’s Board of Directors authorized a stock repurchase program, effective January 1, 2025, pursuant to which the Company may, from time to time, purchase up to 5% of the shares of its common stock outstanding as of December 31, 2024, totaling 4.3 million shares, through the program's expiration date of December 31, 2026. The program allowed the Company to repurchase shares in the open market, by block purchase, through accelerated share repurchase plans, in privately negotiated transactions or otherwise, in one or more transactions, from time to time, depending upon market conditions and other factors, and in accordance with applicable regulations of the Securities and Exchange Commission. The program did not obligate the Company to purchase any shares and could have been terminated or amended by the Board at any time prior to the expiration date. During the twelve months ended December 31, 2025, the Company completed this program by repurchasing 4,306,200 shares at an average price of $57.30 per share, inclusive of commissions. The Company has accrued $2.2 million of estimated excise tax associated with the share repurchases in 2025.

In December 2025, the Company’s Board of Directors authorized a stock repurchase program, effective January 1, 2026, pursuant to which the Company may, from time to time, purchase up to 5% of the shares of its common stock outstanding as of December 31, 2025, totaling 4.1 million shares, with the same terms as described above. The program has an expiration date of December 31, 2026 and does not obligate the Company to purchase any shares. The program may be terminated or amended by the Board at any time prior to the expiration date. This program allows us to continue to opportunistically repurchase shares of our common stock.

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FOURTH QUARTER RESULTS

Net income for the fourth quarter of 2025 totaled $125.6 million, or $1.49 per diluted common share (EPS), compared to $127.5 million, or $1.49 per diluted common share, in the third quarter of 2025. The Company reported net income for the fourth quarter of 2024 of $122.1 million, or $1.40 per diluted common share.

Highlights of our fourth quarter of 2025 results (compared to third quarter of 2025):

•
Net income totaled $125.6 million, or $1.49 per diluted share, compared to $127.5 million, or $1.49 per diluted share in the third quarter of 2025

•
Adjusted pre-provision net revenue (PPNR), a non-GAAP measure, totaled $174.0 million, compared to $175.6 million in the prior quarter

•
Loans increased $362 million, or 2%

•
Deposits increased $620 million, or 2%

•
Criticized commercial loans and nonaccrual loans decreased

•
Allowance for credit losses coverage remains strong at 1.43% compared to 1.45%

•
Net interest margin of 3.48%, down 1 bp from the prior quarter

•
Tangible common equity ratio of 10.06%, up 5 bps linked-quarter; common equity tier 1 ratio was 13.65%, down 44 bps linked-quarter, reflecting the repurchase of 2.5 million shares of common stock during the fourth quarter

•
Efficiency ratio of 54.93%, compared to 54.10% in the prior quarter

Total loans were $24.0 billion at December 31, 2025, up $361.9 million, or 2%, from September 30, 2025. Loan growth was driven primarily by strong production in the healthcare portfolio, increased investor commercial real estate activity and continued growth in equipment finance.

Total deposits at December 31, 2025 were $29.3 billion, up $620.0 million, or 2%, from September 30, 2025. Noninterest-bearing deposits totaled $10.4 billion at December 31, 2025, up $69.7 million, or 1%, from September 30, 2025, and comprised 35% of total period-end deposits. The linked-quarter increase in noninterest-bearing deposits was due in part to a seasonal increase in public funds deposits of $190.9 million in the fourth quarter of 2025. Interest-bearing transaction and savings deposits totaled $12.0 billion at the end of the fourth quarter of 2025, up $223.4 million, or 2%, linked-quarter, largely driven by competitive products and pricing. Interest-bearing public fund deposits increased $417.4 million, or 15%, linked-quarter, totaling $3.2 billion at December 31, 2025. The increase in interest-bearing public funds was driven by seasonal inflows. Generally we experience seasonal cash inflows from public entities in the fourth quarter, with subsequent reductions in the first quarter of the following year. Compared to September 30, 2025, retail time deposits of $3.7 billion were down $90.4 million, or 2%, driven by maturity concentration and promotional rate reductions during the fourth quarter of 2025.

Net interest income (TE) for the fourth quarter of 2025 was $284.7 million, an increase of $2.4 million, or 1%, from the third quarter of 2025. The net interest margin was 3.48% in the fourth quarter of 2025, down 1 bp linked-quarter, driven by lower loan yields (-10 bps), partially offset by higher securities yield (+2 bps) and lower cost of funds (+7 bps).

The provision for credit losses recorded in the fourth quarter of 2025 was $13.1 million, compared to $12.7 million in the third quarter of 2025. Net charge-offs were $13.0 million, or 0.22% of average total loans on an annualized basis in the fourth quarter of 2025, up from $11.4 million, or 0.19% of average total loans, in the third quarter of 2025. Our allowance for credit losses was $341.7 million at December 31, 2025, up $0.1 million from September 30, 2025. Criticized commercial loans were $535.4 million, or 2.88% of total commercial loans at December 31, 2025, compared to $549.2 million, or 3.01% of total commercial loans at September 30, 2025. Nonaccrual loans totaled $106.9 million, or 0.45% of total loans at December 31, 2025, compared to $113.6 million, or 0.48% of total loans at September 30, 2025. ORE and foreclosed assets totaled $14.8 million at December 31, 2025, up $3.6 million from September 30, 2025.

Noninterest income totaled $107.1 million for the fourth quarter of 2025, up $1.1 million, or 1%, from the third quarter of 2025. Service charges on deposits were up $0.4 million, or 1%, from the third quarter of 2025. Bank card and ATM fees were down $0.2 million, or 1%, from the third quarter of 2025. Investment and annuity income and insurance fees were down $1.9 million, or 13%, from the third quarter of 2025, primarily attributable to lower annuity sales in the fourth quarter of 2025. Compared to the third quarter of 2025, trust fees of $24.6 million were up $0.4 million, or 2%. Fees from secondary mortgage operations totaled $3.7 million for the fourth quarter of 2025, up $0.2 million, or 6%, from the third quarter of 2025. Other noninterest income totaled $19.0 million in the fourth quarter of 2025, up $2.2 million, or 13%, from the third quarter of 2025, driven primarily an increase in SBIC income, partially offset by a decline in syndication fees.

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Noninterest expense totaled $217.9 million, up $5.1 million, or 2%, from the third quarter of 2025. Personnel expense totaled $122.5 million, up $0.5 million, or less than 1%. Net occupancy and equipment expense totaled $18.6 million, up $0.4 million, or 2%, and amortization of intangibles totaled $2.6 million for the fourth quarter of 2025, down $0.1 million, or 3%. Net ORE and other foreclosed assets expense totaled $0.5 million in the fourth quarter of 2025, compared to a net gain of $0.3 million in the third quarter of 2025. Other noninterest expense totaled $73.6 million in the fourth quarter of 2025, up $3.5 million, or 5%, linked-quarter, driven primarily increases in advertising, data processing and other professional services expenses.

The effective income tax rate for fourth quarter 2025 was 20.7%. The effective income tax rate continues to be less than the statutory rate primarily due to tax-exempt income and income tax credits.

The following table provides selected comparative financial information for the five quarters ending with December 31, 2025.

TABLE 31. Quarterly Consolidated Financial Results

(in thousands, except per share data)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

Income Statement Data:

Interest income

$

407,698

$

409,020

$

402,581

$

395,321

$

414,286

Interest income (te) (a)

410,203

411,591

405,077

398,127

417,021

Interest expense

125,528

129,282

125,622

125,416

140,730

Net interest income (te)

284,675

282,309

279,455

272,711

276,291

Provision for credit losses

13,145

12,651

14,925

10,462

11,912

Noninterest income

107,131

106,001

98,524

94,791

91,209

Noninterest expense

217,850

212,753

215,979

205,059

202,333

Income before income taxes

158,306

160,335

144,579

149,175

150,520

Income tax expense

32,734

32,869

31,048

29,671

28,446

Net income

$

125,572

$

127,466

$

113,531

$

119,504

$

122,074

Supplemental disclosure items-included above, pre-tax:

Included in noninterest expense:

Sabal Trust Company acquisition expense

$

—

$

—

$

5,911

$

—

$

—

Balance Sheet Data:

Period end balance sheet data:

    Loans

$

23,958,440

$

23,596,565

$

23,461,750

$

23,098,146

$

23,299,447

    Earning assets

32,218,663

32,532,320

31,965,130

31,661,169

31,857,841

    Total assets

35,472,762

35,766,407

35,212,652

34,750,680

35,081,785

    Noninterest-bearing deposits

10,374,991

10,305,303

10,638,785

10,614,874

10,597,461

    Total deposits

29,279,774

28,659,750

29,046,612

29,194,733

29,492,851

    Stockholders' equity

4,460,117

4,474,479

4,365,419

4,278,672

4,127,636

Average balance sheet data:

    Loans

23,715,763

23,425,895

23,249,241

23,068,573

23,248,512

    Earning assets

32,598,315

32,213,632

32,081,140

32,023,885

32,333,012

    Total assets

35,227,286

34,751,209

34,527,276

34,355,515

34,770,663

    Noninterest-bearing deposits

10,165,806

10,121,707

10,317,446

10,163,221

10,409,022

    Total deposits

28,816,539

28,492,076

28,649,900

28,752,416

29,108,381

    Stockholders' equity

4,417,711

4,368,746

4,284,279

4,182,814

4,138,326

Common Shares Data:

Earnings per share:

Basic

$

1.51

$

1.50

$

1.32

$

1.38

$

1.41

Diluted

1.49

1.49

1.32

1.38

1.40

Cash dividends per common share

0.45

0.45

0.45

0.45

0.40

Performance Ratios:

Return on average assets

1.41

%

1.46

%

1.32

%

1.41

%

1.40

%

Return on average common equity

11.28

%

11.58

%

10.63

%

11.59

%

11.74

%

Efficiency ratio (b)

54.93

%

54.10

%

54.91

%

55.22

%

54.46

%

Net interest margin (te)

3.48

%

3.49

%

3.49

%

3.43

%

3.41

%

Annualized net charge offs to average loans

0.22

%

0.19

%

0.31

%

0.18

%

0.20

%

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..

..

(in thousands, except per share data)

December 31, 2025

September 30, 2025

June 30, 2025

March 31, 2025

December 31, 2024

Reconciliation of pre-provision net revenue (te) and adjusted pre-provision net revenue(te) (non-GAAP measures) (c)

Net income (GAAP)

$

125,572

$

127,466

$

113,531

$

119,504

$

122,074

Provision for credit losses

13,145

12,651

14,925

10,462

11,912

Income tax expense

32,734

32,869

31,048

29,671

28,446

Pre-provision net revenue

171,451

172,986

159,504

159,637

162,432

Taxable equivalent adjustment

2,505

2,571

2,496

2,806

2,735

Pre-provision net revenue (te)

173,956

175,557

162,000

162,443

165,167

Adjustments from supplemental disclosure items

Sabal Trust Company acquisition expense

—

—

5,911

—

—

Adjusted pre-provision net revenue (te)

$

173,956

$

175,557

$

167,911

$

162,443

$

165,167

Reconciliation of revenue (te), adjusted revenue (te) and efficiency ratio (non-GAAP measures) (c)

Net interest income

$

282,170

$

279,738

$

276,959

$

269,905

$

273,556

Noninterest income

107,131

106,001

98,524

94,791

91,209

Total GAAP revenue

389,301

385,739

375,483

364,696

364,765

Taxable equivalent adjustment

2,505

2,571

2,496

2,806

2,735

Total revenue (te)

$

391,806

$

388,310

$

377,979

$

367,502

$

367,500

Adjusted revenue

$

391,806

$

388,310

$

377,979

$

367,502

$

367,500

GAAP noninterest expense

$

217,850

$

212,753

$

215,979

$

205,059

$

202,333

Amortization of intangibles

(2,622

)

(2,694

)

(2,524

)

(2,113

)

(2,206

)

Adjustments from supplemental disclosure items

Sabal Trust Company acquisition expense

—

—

(5,911

)

—

—

Adjusted noninterest expense for efficiency

$

215,228

$

210,059

$

207,544

$

202,946

$

200,127

Efficiency ratio (b)

54.93

%

54.10

%

54.91

%

55.22

%

54.46

%

(a) Taxable equivalent basis (te). For analytical purposes, management adjusts interest income and net interest income for tax-exempt items to a taxable equivalent basis using a federal income tax rate of 21%.

(b) The efficiency ratio is noninterest expense to total net interest (te) and noninterest income, excluding amortization of purchased intangibles and supplemental disclosure items.

(c) Refer to the Non-GAAP Financial Measures section of this analysis for a discussion of these measures.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

The accounting principles we follow and the methods for applying these principles conform to accounting principles generally accepted in the United States of America and general practices followed by the banking industry. The significant accounting principles and practices we follow are described in Note 1 to the consolidated financial statements, included in Item 8 of this document. These principles and practices require management to make estimates and assumptions about future events that affect the amounts reported in the consolidated financial statements and accompanying notes. Management evaluates the estimates and assumptions made on an ongoing basis so that the resulting reported amounts reflect management’s best estimates and judgments given current facts and circumstances. The following discusses certain critical accounting policies that involve a higher degree of management judgment and complexity in producing estimates that may significantly affect amounts reported in the consolidated financial statements and notes thereto.

Allowance for Credit Losses

The allowance for credit losses (ACL) is comprised of the allowance for loan and lease losses (ALLL), a valuation account available to absorb losses on loans and leases held for investment, and the reserve for unfunded lending commitments, a liability established to absorb credit losses for the expected life of the contractual term of off-balance sheet exposures as of the date of the determination. Accounting standards require that management incorporate economic forecasts for a reasonable and supportable period, which is two years based on our current policy. We utilize third-party forecasts that consist of multiple economic scenarios. The scenarios include a baseline forecast, with a probability distribution of 50% better or worse economic performance and various upside and downside scenarios utilized at aggregated state (or regional) levels across our footprint or national level, depending on the portfolio. The economic forecasts are generally lagging and may not incorporate all events and circumstances through the financial statement date.

The Company’s management considers available forecasts along with current events not captured and our specific portfolio characteristics to determine weights to the scenario output based on our best estimate of likely outcomes. Changing economic conditions introduce enhanced estimation uncertainty in the forecasts used to estimate expected credit loss. Our credit loss models were built using historical data that may not be representative of existing economic conditions. The estimate of the life of a loan considers both contractual cash flows as well as estimated prepayments and forecasted draws on unfunded loan commitments that

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were also built on historical data and may react differently given the current environment. Such forecasted information is inherently uncertain, therefore, actual results may differ significantly from management’s estimates.

Management applies significant judgment when weighting the macroeconomic scenarios for the reasonable and supportable period. Our assessment considers the scenario description compared to our portfolio performance and benchmarking select variables to other third-party forecasts. At December 31, 2025, the Company weighted the Moody’s baseline scenario at 50% and the mild recessionary S-2 scenario at 50%. Results by scenario can vary significantly from period to period as both the scenario assumptions and the portfolio composition are changing, therefore comparison of scenario weighting from period to period may not be meaningful. For example, holding all other assumptions constant, the slower growth S-2 scenario produced expected credit losses 36% higher than utilization of the baseline scenario at December 31, 2025. In contrast, for the year ended December 31, 2024, the slower growth S-2 scenario produced results 40% higher than the baseline scenario. In addition, these quantitative results are adjusted, sometimes materially, by the qualitative assessment described below.

The quantitative loss rate analysis is supplemented by a review of qualitative factors that considers whether conditions differ from those existing during the historical periods used in the development of the credit loss models. Such factors include, but are not limited to, problem loan trends, changes in loan profiles and volumes, changes in lending policies and procedures, current or expected economic trends, business conditions, credit concentrations, model limitations and other relevant factors not captured by our models. While quantitative data for these factors is used where available, there is significant judgment applied in these processes.

For credits that are individually evaluated, a specific allowance is calculated as the shortfall between the credit’s value and the bank’s exposure. The loan’s value is measured by either the loan’s observable market price, the fair value of the collateral of the loan (less liquidation costs) if it is collateral dependent, or by the present value of expected future cash flows discounted at the loan’s effective interest rate. Collateral supporting loans individually evaluated for credit loss may include, but is not limited to, commercial and residential real estate, accounts receivable and other corporate assets. Valuations are highly subjective and based on information available and the resolution strategy at the time of valuation. These values are difficult to assess and have heightened uncertainty resulting from current market conditions. Actual results could differ from these estimates.

Management considers the appropriateness of these critical assumptions as part of its allowance review and believes the ACL level is appropriate based on information available through the financial statement date. Refer to Note 4 – Loans and Allowance for Credit Losses, included in Part II, Item 8 of this document, for further discussion of significant assumptions used in the current allowance calculation.

RECENT ACCOUNTING PRONOUNCEMENTS

See Note 1 to our consolidated financial statements that appears in Part II, Item 8. “Financial Statements and Supplementary Data.”