# WEBSTER FINANCIAL CORP (WBS) Informational only - not investment advice. CIK: 0000801337 SIC: 6021 National Commercial Banks SIC breadcrumb: [Finance, Insurance, And Real Estate](/division/H/) > [Depository Institutions](/major-group/60/) > [SIC 6021 National Commercial Banks](/industry/6021/) Latest 10-K filed: 2026-02-27 SEC page: https://www.sec.gov/edgar/browse/?CIK=801337 Filing source: https://www.sec.gov/Archives/edgar/data/801337/000080133726000008/wbs-20251231.htm ## Selected Fundamentals | Metric | Value | Unit | FY | Filed | | --- | ---: | --- | ---: | --- | | Revenue | 2899413000 | USD | 2025 | 2026-02-27 | | Net income | 1002802000 | USD | 2025 | 2026-02-27 | | Assets | 84073663000 | USD | 2025 | 2026-02-27 | ## Financials Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-27. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000801337.json. Derived margins are computed from the extracted annual SEC facts. | Metric | 2009 | 2010 | 2011 | 2012 | 2013 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025 | | --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | ---: | | Revenue | | | | | | | | | | | | 2,475,069,000 | 2,651,606,000 | 2,590,286,000 | 2,899,413,000 | | Net income | | | | | | 207,127,000 | 255,439,000 | 360,418,000 | 382,723,000 | 220,621,000 | 408,864,000 | 644,283,000 | 867,840,000 | 768,707,000 | 1,002,802,000 | | Operating income | | | | | | | 394,690,000 | 483,633,000 | 524,492,000 | 417,724,000 | 479,361,000 | 1,078,596,000 | 1,235,251,000 | 1,239,007,000 | 1,470,149,000 | | Diluted EPS | | | | | | 2.16 | 2.67 | 3.81 | 4.06 | 2.35 | 4.42 | 3.72 | 4.91 | 4.37 | 5.90 | | Assets | | | | | | 26,072,529,000 | 26,487,645,000 | 27,610,315,000 | 30,389,344,000 | 32,590,690,000 | 34,915,599,000 | 71,277,521,000 | 74,945,249,000 | 79,025,073,000 | 84,073,663,000 | | Liabilities | | | | | | 23,545,517,000 | 23,785,687,000 | 24,723,800,000 | 27,181,574,000 | 29,356,065,000 | 31,477,274,000 | 63,221,335,000 | 66,255,253,000 | 69,891,859,000 | 74,581,427,000 | | Stockholders' equity | 1,948,393,000 | 1,769,235,000 | 1,845,774,000 | 2,093,530,000 | 2,209,188,000 | | | | | | | 8,056,186,000 | 8,689,996,000 | 9,133,214,000 | 9,492,236,000 | | Net margin | | | | | | | | | | | | 26.03% | 32.73% | 29.68% | 34.59% | | Operating margin | | | | | | | | | | | | 43.58% | 46.59% | 47.83% | 50.71% | ## Quarterly Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-30. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000801337.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. | Quarter | End date | Revenue | Net income | Diluted EPS | Method | | --- | --- | ---: | ---: | ---: | --- | | 2022-Q2 | 2022-06-30 | | | 1.00 | reported discrete quarter | | 2022-Q3 | 2022-09-30 | | | 1.31 | reported discrete quarter | | 2023-Q1 | 2023-03-31 | | | 1.24 | reported discrete quarter | | 2023-Q2 | 2023-06-30 | 933,396,000 | 234,968,000 | 1.32 | reported discrete quarter | | 2023-Q3 | 2023-09-30 | 930,789,000 | 226,475,000 | 1.28 | reported discrete quarter | | 2023-Q4 | 2023-12-31 | 933,147,000 | 185,393,000 | | derived Q4 = FY annual - nine-month YTD | | 2024-Q1 | 2024-03-31 | 951,850,000 | 216,323,000 | 1.23 | reported discrete quarter | | 2024-Q2 | 2024-06-30 | 976,286,000 | 181,633,000 | 1.03 | reported discrete quarter | | 2024-Q3 | 2024-09-30 | 1,004,063,000 | 192,985,000 | 1.10 | reported discrete quarter | | 2024-Q4 | 2024-12-31 | 995,087,000 | 177,766,000 | | derived Q4 = FY annual - nine-month YTD | | 2025-Q1 | 2025-03-31 | 973,487,000 | 226,917,000 | 1.30 | reported discrete quarter | | 2025-Q2 | 2025-06-30 | 1,000,587,000 | 258,848,000 | 1.52 | reported discrete quarter | | 2025-Q3 | 2025-09-30 | 1,028,302,000 | 261,217,000 | 1.54 | reported discrete quarter | | 2025-Q4 | 2025-12-31 | 1,019,132,000 | 255,820,000 | | derived Q4 = FY annual - nine-month YTD | | 2026-Q1 | 2026-03-31 | 994,279,000 | 246,231,000 | 1.50 | reported discrete quarter | ## Macro Cross-References - [CPIAUCSL](/indicator/CPIAUCSL/): Consumer Price Index for All Urban Consumers: All Items in U.S. City Average - [UNRATE](/indicator/UNRATE/): Unemployment Rate - [FEDFUNDS](/indicator/FEDFUNDS/): Federal Funds Effective Rate - [CES0500000003](/indicator/CES0500000003/): Average Hourly Earnings of All Employees, Total Private - [DFEDTARU](/indicator/DFEDTARU/): Federal Funds Target Range - Upper Limit - [DFEDTARL](/indicator/DFEDTARL/): Federal Funds Target Range - Lower Limit - [DGS3MO](/indicator/DGS3MO/): Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity - [DGS2](/indicator/DGS2/): Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity - [DGS10](/indicator/DGS10/): Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity - [DGS30](/indicator/DGS30/): Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity - [T10Y2Y](/indicator/T10Y2Y/): 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity - [CPILFESL](/indicator/CPILFESL/): Consumer Price Index for All Urban Consumers: All Items Less Food and Energy - [CPIUFDSL](/indicator/CPIUFDSL/): Consumer Price Index for All Urban Consumers: Food - [CPIENGSL](/indicator/CPIENGSL/): Consumer Price Index for All Urban Consumers: Energy - [CUSR0000SAH1](/indicator/CUSR0000SAH1/): Consumer Price Index for All Urban Consumers: Shelter - [PCEPI](/indicator/PCEPI/): Personal Consumption Expenditures: Chain-type Price Index - [PCEPILFE](/indicator/PCEPILFE/): Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index - [PPIACO](/indicator/PPIACO/): Producer Price Index by Commodity: All Commodities - [T10YIE](/indicator/T10YIE/): 10-Year Breakeven Inflation Rate - [U6RATE](/indicator/U6RATE/): Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons - [PAYEMS](/indicator/PAYEMS/): All Employees, Total Nonfarm - [CIVPART](/indicator/CIVPART/): Labor Force Participation Rate - [EMRATIO](/indicator/EMRATIO/): Employment-Population Ratio - [UNEMPLOY](/indicator/UNEMPLOY/): Unemployed - [CE16OV](/indicator/CE16OV/): Employment Level - [ICSA](/indicator/ICSA/): Initial Claims - [JTSJOL](/indicator/JTSJOL/): Job Openings: Total Nonfarm - [JTSQUR](/indicator/JTSQUR/): Quits: Total Nonfarm - [GDPC1](/indicator/GDPC1/): Real Gross Domestic Product - [A191RL1Q225SBEA](/indicator/A191RL1Q225SBEA/): Real Gross Domestic Product: Percent Change from Preceding Period - [INDPRO](/indicator/INDPRO/): Industrial Production: Total Index - [TCU](/indicator/TCU/): Capacity Utilization: Total Index - [HOUST](/indicator/HOUST/): New Privately-Owned Housing Units Started: Total Units - [PERMIT](/indicator/PERMIT/): New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units - [RSAFS](/indicator/RSAFS/): Advance Retail Sales: Retail Trade - [PCE](/indicator/PCE/): Personal Consumption Expenditures - [DSPIC96](/indicator/DSPIC96/): Real Disposable Personal Income - [PSAVERT](/indicator/PSAVERT/): Personal Saving Rate - [M2SL](/indicator/M2SL/): M2 - [BOPGSTB](/indicator/BOPGSTB/): U.S. International Trade in Goods and Services: Balance - [MSPUS](/indicator/MSPUS/): Median Sales Price of Houses Sold for the United States - [HSN1F](/indicator/HSN1F/): New One Family Houses Sold: United States - [RHORUSQ156N](/indicator/RHORUSQ156N/): Homeownership Rate in the United States - [TTLCONS](/indicator/TTLCONS/): Total Construction Spending: Total Construction in the United States - [RRVRUSQ156N](/indicator/RRVRUSQ156N/): Rental Vacancy Rate in the United States - [TOTALSL](/indicator/TOTALSL/): Total Consumer Credit Owned and Securitized - [REVOLSL](/indicator/REVOLSL/): Revolving Consumer Credit Owned and Securitized - [DRCCLACBS](/indicator/DRCCLACBS/): Delinquency Rate on Credit Card Loans, All Commercial Banks - [GDP](/indicator/GDP/): Gross Domestic Product - [GPDI](/indicator/GPDI/): Gross Private Domestic Investment - [GCE](/indicator/GCE/): Government Consumption Expenditures and Gross Investment - [PCEC](/indicator/PCEC/): Personal Consumption Expenditures - [NETEXP](/indicator/NETEXP/): Net Exports of Goods and Services - [GFDEBTN](/indicator/GFDEBTN/): Federal Debt: Total Public Debt - [GFDEGDQ188S](/indicator/GFDEGDQ188S/): Federal Debt: Total Public Debt as Percent of Gross Domestic Product - [FYFSD](/indicator/FYFSD/): Federal Surplus or Deficit - [FGRECPT](/indicator/FGRECPT/): Federal Government Current Receipts - [FGEXPND](/indicator/FGEXPND/): Federal Government: Current Expenditures - [MANEMP](/indicator/MANEMP/): All Employees, Manufacturing - [USCONS](/indicator/USCONS/): All Employees, Construction - [USTRADE](/indicator/USTRADE/): All Employees, Retail Trade - [USFIRE](/indicator/USFIRE/): All Employees, Financial Activities - [USGOVT](/indicator/USGOVT/): All Employees, Government - [AWHAETP](/indicator/AWHAETP/): Average Weekly Hours of All Employees, Total Private - [DGORDER](/indicator/DGORDER/): Manufacturers' New Orders: Durable Goods - [NEWORDER](/indicator/NEWORDER/): Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft - [BUSINV](/indicator/BUSINV/): Total Business Inventories - [EXPGS](/indicator/EXPGS/): Exports of Goods and Services - [IMPGS](/indicator/IMPGS/): Imports of Goods and Services - [IR](/indicator/IR/): Import Price Index (End Use): All Commodities - [PPIFIS](/indicator/PPIFIS/): Producer Price Index by Commodity: Final Demand ## Latest quarter (10-Q) Latest 10-Q source: https://www.sec.gov/Archives/edgar/data/801337/000080133726000015/wbs-20260331.htm Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high Filing date: 2026-04-30 Report date: 2026-03-31 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company is a bank holding company that has elected to be treated as a financial holding company under the BHC Act, incorporated under the laws of Delaware in 1986, and headquartered in Stamford, Connecticut. The Company had $85.6 billion in total consolidated assets at March 31, 2026. The Bank is a commercial bank with a national bank charter focused on providing financial products and services to businesses, individuals, and families. While its core footprint spans the Northeast from the New York metropolitan area to Rhode Island and Massachusetts, certain businesses operate in extended geographies. The Bank offers three differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking. The following discussion and analysis provides information that management believes is necessary to understand the Company’s consolidated financial condition, results of operations, and cash flows for the three months ended March 31, 2026, as compared to the three months ended March 31, 2025. This information should be read in conjunction with the Condensed Consolidated Financial Statements, and the accompanying Notes thereto, contained in Part I - Item 1. Financial Statements of this report, and the Consolidated Financial Statements of this report, and the accompanying Notes thereto, contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on February 27, 2026. The Company’s consolidated financial condition, results of operations, and cash flows for the three months ended March 31, 2026, are not necessarily indicative of future results that may be attained for the entire year or other interim periods. Proposed Transaction with Banco Santander On February 3, 2026, Webster entered into a Transaction Agreement with Banco Santander and Webster Virginia Corporation, a wholly owned subsidiary of Webster incorporated in the State of Virginia. The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, Banco Santander will acquire Webster in two steps. First, Webster will merge with and into Webster Virginia Corporation, with Webster Virginia Corporation continuing as the surviving corporation in such merger. Second, immediately following the completion of such merger, Banco Santander will acquire all outstanding shares of Webster Virginia Corporation through a statutory share exchange. Based on Banco Santander’s closing stock price on February 2, 2026, the Transaction has an aggregate value of approximately $12.3 billion. Under the terms of the Transaction Agreement, holders of Webster common stock will receive $48.75 in cash and 2.0548 ADSs for each share of Webster common stock that they own. Holders of Webster common stock will have the option to exchange ADSs received in connection with the Transaction for Ordinary Shares at no charge for a specified period following the completion of the Transaction. The Transaction Agreement contains customary representations and warranties, covenants, and closing conditions. As of the date of this Quarterly Report on Form 10-Q, completion of the Transaction remains subject to approval by the Federal Reserve and the European Central Bank, approval by Webster’s stockholders, and other customary closing conditions. Webster filed its Definitive Proxy Statement on April 23, 2026, and a special stockholder meeting is scheduled for May 26, 2026, for stockholder approval of the Transaction. The Transaction is expected to close in the second half of 2026. Additional information regarding the proposed Transaction can be found within Note 2: Business Developments in the Notes to Condensed Consolidated Financial Statements contained in Part I - Item 1. Financial Statements. Joint Venture with Marathon Asset Management On July 19, 2024, the Company, through its subsidiary, MW Advisor Holding, LLC, and Marathon Asset Management formed a private credit joint venture designed to deliver direct lending solutions for sponsor-backed middle market companies across the country. Information regarding joint venture activities that occurred during the year ended December 31, 2025, can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. On January 26, 2026, CVC Capital Partners, a private markets investment firm, announced that it has agreed to acquire 100% of Marathon Asset Management, which will result in a change in control of Marathon Asset Management. Separately, Webster’s Transaction with Banco Santander will result in a change of control of Webster. Pursuant to the operating agreement for Webster’s joint venture with Marathon Asset Management, within 120 days after the consummation of a change in control, the non-affected member may elect to dissolve the joint venture, which would result in the wind-down of MW Advisor, LLC and Marathon Direct Lending SLP, LLC. 1 Economic Outlook Actions and announcements related to changes in trade policies and other economic policies and practices, including tariffs, increases in commodity prices, and geopolitical tensions, have created significant economic uncertainty in the U.S., which could contribute to higher inflation, increase the risk of a recession, and introduce further uncertainty as to the pace and direction of interest rate changes. Events such as these are outside of our control, but nonetheless may alter customer behavior, including borrowing, repayment, investment, and deposit practices, which could, in turn, adversely impact our business and financial results in future periods. While we cannot predict the potential impact that these changes and economic developments may have on us or our customers, we believe that our diverse businesses, strong capital position, unique deposit profile, and solid risk management framework allow us to operate in a range of economic environments. Results of Operations The following table summarizes selected financial highlights and key performance indicators: Three months ended March 31, (In thousands, except per share and ratio data) 2026 2025 Income and performance ratios: Net income $ 246,231  $ 226,917  Net income applicable to common stockholders 239,274  220,367  Earnings per common share - diluted 1.50  1.30  Return on average assets (annualized) 1.16  % 1.15  % Return on average tangible common stockholders’ equity (annualized) (non-GAAP) 16.18  15.93  Return on average common stockholders’ equity (annualized) 10.35  9.94  Non-interest income as a percentage of total revenue (1) 13.79  13.14  Asset quality: ACL on loans and leases $ 733,434  $ 713,321  Non-performing assets (1) 524,418  564,708  ACL on loans and leases / total loans and leases 1.28  % 1.34  % Net charge-offs / average loans and leases (annualized) 0.29  0.42  Non-performing loans and leases / total loans and leases (2) 0.91  1.06  Non-performing assets / total loans and leases plus OREO and repossessed assets (2) 0.92  1.06  ACL on loans and leases / non-performing loans and leases (2) 140.36  126.39  Other ratios: Tangible common equity (non-GAAP) 7.39  % 7.43  % Tier 1 Risk-Based Capital 11.91  11.76  Total Risk-Based Capital 13.89  13.96  CET1 Risk-Based Capital 11.42  11.25  Stockholders’ equity / total assets 11.19  11.47  Net interest margin 3.36  3.48  Efficiency ratio (non-GAAP) 46.83  45.79  Equity and share related: Common stockholders’ equity $ 9,289,670  $ 8,920,175  Book value per common share 57.33  52.91  Tangible book value per common share (non-GAAP) 37.59  33.97  Common stock closing price 69.42  51.55  Dividends and equivalents declared per common share 0.40  0.40  Common shares outstanding 162,049  168,594  Weighted-average common shares outstanding - basic 159,534  169,182  Weighted-average common shares - diluted 159,850  169,544  (1)Total revenue reflects the sum of Net interest income and Non-interest income. (2)Non-performing assets and the related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs on loans and leases. 2 Non-GAAP Financial Measures The non-GAAP financial measures identified in the preceding table provide both management and investors with information useful in understanding the Company’s financial position, results of operations, the strength of its capital position, and overall business performance. These non-GAAP financial measures are used by management for performance measurement purposes, as well as for internal planning and forecasting, and by securities analysts, investors, and other interested parties to assess peer company operating performance. Management believes that this presentation, together with the accompanying reconciliations, provides investors with a more complete understanding of the factors and trends affecting the Company’s business and allows investors to view its performance in a similar manner. Tangible book value per common share represents stockholders’ equity, less preferred stock and goodwill and other net intangible assets (“tangible common equity”), divided by common shares outstanding at the end of the reporting period. The tangible common equity ratio represents tangible common equity divided by total assets, less goodwill and other net intangible assets (“tangible assets”). Both of these measures are used by management to evaluate the Company’s capital position. The return on average tangible common stockholders’ equity is calculated using net income less preferred stock dividends, adjusted for the tax-effected amortization of intangible assets, as a percentage of average tangible common equity. This measure is used by management to assess the Company’s performance against its peer financial institutions. The efficiency ratio, which represents the costs expended to generate a dollar of revenue, is calculated excluding certain non-operational items in order to measure how well the Company is managing its recurring operating expenses. These non-GAAP financial measures should not be considered a substitute for GAAP-basis financial measures. Because non-GAAP financial measures are not standardized, it may not be possible to compare these with other companies that present financial measures having the same or similar names. The following tables reconcile non-GAAP financial measures to the most comparable financial measures defined by GAAP: March 31, (Dollars and shares in thousands, except per share data) 2026 2025 Tangible book value per common share: Stockholders’ equity $ 9,573,649  $ 9,204,154  Less: Preferred stock 283,979  283,979   Goodwill and other intangible assets, net 3,197,981  3,193,132  Tangible common stockholders’ equity $ 6,091,689  $ 5,727,043  Common shares outstanding 162,049  168,594  Tangible book value per common share $ 37.59  $ 33.97  Book value per common share (GAAP) $ 57.33  $ 52.91  Tangible common equity ratio: Tangible common stockholders’ equity $ 6,091,689  $ 5,727,043  Total assets $ 85,584,588  $ 80,279,750  Less: Goodwill and other intangible assets, net 3,197,981  3,193,132  Tangible assets $ 82,386,607  $ 77,086,618  Tangible common equity ratio 7.39  % 7.43  % Common stockholders’ equity to total assets (GAAP) 10.85  % 11.11  % 3 Three months ended March 31, (Dollars in thousands) 2026 2025 Return on average tangible common stockholders’ equity (annualized): Net income $ 246,231  $ 226,917  Less: Preferred stock dividends 4,163  4,163 [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 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis provides information that management believes is necessary to understand the Company’s consolidated financial condition, results of operations, and cash flows for the year ended December 31, 2025, as compared to the year ended December 31, 2024. This information should be read in conjunction with the Consolidated Financial Statements, and the accompanying Notes thereto, contained in Part II - Item 8. Financial Statements and Supplementary Data, as well as other information set forth throughout this report. For discussion and analysis of the Company’s consolidated financial condition, results of operations, and cash flows for the year ended December 31, 2024, as compared to the year ended December 31, 2023, please refer to Part II - Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 3, 2025. The Company’s consolidated financial condition, results of operations, and cash flows for the year ended December 31, 2025, are not necessarily indicative of results that may be attained in future periods. Economic Outlook Actions and announcements related to changes in trade policies and other economic policies and practices, including tariffs, have created significant economic uncertainty in the U.S., which could contribute to higher inflation, increase the risk of a recession, and introduce further uncertainty as to the pace and direction of interest rate changes. Events such as these are outside of our control, but nonetheless may alter customer behavior, including borrowing, repayment, investment, and deposit practices, which could, in turn, adversely impact our business and financial results in future periods. While we cannot predict the potential impact that these changes and economic developments may have on us or our customers, we believe that our diverse businesses, strong capital position, unique deposit profile, and solid risk management framework allow us to operate in a range of economic environments. Proposed Transaction with Banco Santander On February 3, 2026, Webster entered into a Transaction Agreement with Banco Santander and Webster Virginia Corporation, a wholly owned subsidiary of Webster incorporated in the State of Virginia. The Transaction Agreement provides that, upon the terms and subject to the conditions set forth therein, Banco Santander will acquire Webster in two steps. First, Webster will merge with and into Webster Virginia Corporation, with Webster Virginia Corporation continuing as the surviving corporation in such merger. Second, immediately following the completion of such merger, Banco Santander will acquire all outstanding shares of Webster Virginia Corporation through a statutory share exchange. Based on Banco Santander’s closing stock price on February 2, 2026, the Transaction has an aggregate value of approximately $12.3 billion. Under the terms of the Transaction Agreement, holders of Webster common stock will receive $48.75 in cash and 2.0548 ADSs (or Ordinary Shares in certain circumstances) for each share of Webster common stock that they own. The Transaction Agreement contains customary representations and warranties, covenants, and closing conditions. Completion of the Transaction remains subject to approval by the Federal Reserve and the European Central Bank, approval by the stockholders of each company, and other customary closing conditions. The Transaction is expected to close in the second half of 2026. 39 Table of Contents Results of Operations The following table summarizes selected financial highlights and key performance indicators: Years ended December 31, (In thousands, except per share and ratio data) 2025 2024 2023 Income and performance ratios: Net income $ 1,002,802  $ 768,707  $ 867,840  Net income applicable to common stockholders 974,861  744,076  843,268  Earnings per common share - diluted 5.90  4.37  4.91  Return on average assets 1.23  % 1.00  % 1.18  % Return on average tangible common stockholders’ equity (non-GAAP) 17.16  14.35  16.95  Return on average common stockholders’ equity 10.85  8.71  10.59  Non-interest income as a percentage of total revenue 13.85  9.72  11.85  Asset quality: ACL on loans and leases $ 719,411  $ 689,566  $ 635,737  Non-performing assets (1) 502,156  461,751  218,600  ACL on loans and leases / total loans and leases 1.27  % 1.31  % 1.25  % Net charge-offs / average loans and leases 0.33  0.32  0.21  Non-performing loans and leases / total loans and leases (1) 0.88  0.88  0.41  Non-performing assets / total loans and leases plus OREO and repossessed assets (1) 0.89  0.88  0.43  ACL on loans and leases / non-performing loans and leases (1) 143.69  149.47  303.39  Other ratios: Tangible common equity (non-GAAP) 7.42  % 7.45  % 7.73  % Tier 1 Risk-Based Capital 11.69  12.06  11.62  Total Risk-Based Capital 13.67  14.24  13.72  CET1 Risk-Based Capital 11.20  11.54  11.11  Stockholders’ equity / total assets 11.29  11.56  11.60  Net interest margin 3.42  3.42  3.52  Efficiency ratio (non-GAAP) 45.99  45.43  42.15  Equity and share related: Common stockholders’ equity $ 9,208,257  $ 8,849,235  $ 8,406,017  Book value per common share 57.12  51.63  48.87  Tangible book value per common share (non-GAAP) 37.20  32.95  32.39  Common stock closing price 62.94  55.22  50.76  Dividends and equivalents declared per common share 1.60  1.60  1.60  Common shares outstanding 161,216  171,391  172,022  Weighted-average common shares outstanding - basic 164,842  169,820  171,775  Weighted-average common shares - diluted 165,206  170,192  171,883  (1)Non-performing asset balances and related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs on loans and leases. 40 Table of Contents Non-GAAP Financial Measures The non-GAAP financial measures identified in the preceding table provide both management and investors with information useful in understanding the Company’s financial position, results of operations, the strength of its capital position, and overall business performance. These non-GAAP financial measures are used by management for performance measurement purposes, as well as for internal planning and forecasting, and by securities analysts, investors, and other interested parties to assess peer company operating performance. Management believes that this presentation, together with the accompanying reconciliations, provides investors with a more complete understanding of the factors and trends affecting the Company’s business and allows investors to view its performance in a similar manner. Tangible book value per common share represents stockholders’ equity, less preferred stock and goodwill and other net intangible assets (“tangible common equity”), divided by common shares outstanding at the end of the reporting period. The tangible common equity ratio represents tangible common equity divided by total assets, less goodwill and other net intangible assets (“tangible assets”). Both of these measures are used by management to evaluate the Company’s capital position. The return on average tangible common stockholders’ equity is calculated using net income less preferred stock dividends, adjusted for the tax-effected amortization of intangible assets, as a percentage of average tangible common equity. This measure is used by management to assess the Company’s performance against its peer financial institutions. The efficiency ratio, which represents the costs expended to generate a dollar of revenue, is calculated excluding certain non-operational items in order to measure how well the Company is managing its recurring operating expenses. These non-GAAP financial measures should not be considered a substitute for GAAP-basis financial measures. Because non-GAAP financial measures are not standardized, it may not be possible to compare these with other companies that present financial measures having the same or similar names. The following tables reconcile non-GAAP financial measures to the most comparable financial measures defined by GAAP: December 31, (Dollars and shares in thousands, except per share data) 2025 2024 2023 Tangible book value per common share: Stockholders’ equity $ 9,492,236  $ 9,133,214  $ 8,689,996  Less: Preferred stock 283,979  283,979  283,979   Goodwill and other intangible assets, net 3,210,756  3,202,369  2,834,600  Tangible common stockholders’ equity $ 5,997,501  $ 5,646,866  $ 5,571,417   Common shares outstanding 161,216  171,391  172,022  Tangible book value per common share $ 37.20  $ 32.95  $ 32.39  Book value per common share (GAAP) $ 57.12  $ 51.63  $ 48.87  Tangible common equity ratio: Tangible common stockholders’ equity $ 5,997,501  $ 5,646,866  $ 5,571,417  Total assets $ 84,073,663  $ 79,025,073  $ 74,945,249  Less: Goodwill and other intangible assets, net 3,210,756  3,202,369  2,834,600  Tangible assets $ 80,862,907  $ 75,822,704  $ 72,110,649  Tangible common equity ratio 7.42  % 7.45  % 7.73  % Common stockholders’ equity to total assets (GAAP) 10.95  % 11.20  % 11.22  % Years ended December 31, (Dollars in thousands) 2025 2024 2023 Return on average tangible common stockholders’ equity: Net income $ 1,002,802  $ 768,707  $ 867,840  Less: Preferred stock dividends 16,650  16,650  16,650  Add: Intangible assets amortization, tax-affected 26,457  28,505  28,604  Adjusted net income $ 1,012,609  $ 780,562  $ 879,794  Average stockholders’ equity $ 9,373,912  $ 8,919,675  $ 8,323,955  Less: Average preferred stock 283,979  283,979  283,979      Average goodwill and other intangible assets, net 3,189,345  3,195,988  2,848,114  Average tangible common stockholders’ equity $ 5,900,588  $ 5,439,708  $ 5,191,862  Return on average tangible common stockholders’ equity 17.16  % 14.35  % 16.95  % Return on average common stockholders’ equity (GAAP) 10.85  % 8.71  % 10.59  % 41 Table of Contents Years ended December 31, (Dollars in thousands) 2025 2024 2023 Efficiency ratio: Non-interest expense $ 1,429,264  $ 1,351,279  $ 1,416,355  Less: Foreclosed property activity 2,016  (1,413) (1,282)   Intangible assets amortization 36,304  36,082  36,207    Operating lease depreciation 28  1,541  5,569    Acquisition and merger-related expenses (1) 1,129  3,139  162,517    Contribution to the Webster Charitable Foundation 20,000  —  —    Asset disposal and contract termination costs 6,966  12,598  —    FDIC special assessment (10,318) 10,318  47,164    Strategic restructuring costs (2) —  9,571  —  Adjusted non-interest expense $ 1,373,139  $ 1,279,443  $ 1,166,180  Net interest income $ 2,497,894  $ 2,338,387  $ 2,337,269  Add: FTE adjustment 56,642  57,517  68,939   Non-interest income 401,519  251,899  314,337   Other income (3) 39,936  29,440  18,059  Less: Operating lease depreciation 28  1,541  5,569   Gain (loss) on sale of investment securities, net 220  (136,224) (33,620)  Gain on extinguishment of long-term debt 9,767  —  —   Net (loss) on sale of factored receivables portfolio —  (15,977) —   Net gain on sale of mortgage servicing rights —  11,655  —  Adjusted income $ 2,985,976  $ 2,816,248  $ 2,766,655  Efficiency ratio 45.99  % 45.43  % 42.15  % Non-interest expense as a percentage of total revenue (GAAP) 49.29  % 52.17  % 53.41  % (1)Acquisition and merger-related expenses includes SecureSave acquisition expenses for the year ended December 31, 2025, Ametros acquisition expenses for the year ended December 31, 2024, and primarily Sterling merger expenses for the year ended December 31, 2023. Additional information regarding the acquisition of SecureSave and Ametros can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. (2)Strategic restructuring costs primarily comprises severance expense. (3)Other income (non-GAAP) includes the taxable equivalent of net income generated from LIHTC investments. 42 Table of Contents Net Interest Income Analysis The following table summarizes daily average balances, interest, and average yield/rate by major category, and net interest margin on an FTE basis: Years ended December 31, 2025 2024 2023 (Dollars in thousands) Average Balance Interest Income/Expense Average Yield/Rate Average Balance Interest Income/Expense Average Yield/Rate Average Balance Interest Income/Expense Average Yield/Rate Assets: Interest-earning assets: Loans and leases (1) $ 54,045,716  $ 3,166,033  5.86  % $ 51,597,443  $ 3,224,653  6.25  % $ 50,637,569  $ 3,113,709  6.15  % Investment securities: Taxable 17,309,642  773,798  4.47  15,823,052  651,507  4.12  13,057,669  423,289  3.22  Non-taxable 948,301  28,949  3.05  1,533,701  38,758  2.53  2,569,015  54,207  2.18  Total investment securities 18,257,943  802,747  4.40  17,356,753  690,265  3.98  15,626,684  477,496  3.06  FHLB and FRB stock 340,547  17,285  5.08  330,418  18,633  5.64  408,673  24,785  6.06  Interest-bearing deposits (2) 2,031,837  87,870  4.32  723,688  37,341  5.16  1,564,255  80,475  5.14  Loans held for sale 79,128  4,215  5.33  143,812  13,911  9.67  28,710  734  2.56  Total interest-earning assets 74,755,171  $ 4,078,150  5.46  % 70,152,114  $ 3,984,803  5.68  % 68,265,891  $ 3,697,199  5.42  % Non-interest-earning assets 6,553,102  6,461,020  5,557,991  Total assets $ 81,308,273  $ 76,613,134  $ 73,823,882  Liabilities and Stockholders’ Equity: Interest-bearing liabilities: Demand $ 10,227,051  $ —  —  % $ 10,387,807  $ —  —  % $ 11,596,949  $ —  —  % Interest-bearing checking 10,158,941  177,482  1.75  9,555,367  180,326  1.89  8,845,284  131,060  1.48  Health savings accounts 9,177,995  15,012  0.16  8,650,485  13,139  0.15  8,249,332  12,366  0.15  Money market 22,161,593  769,422  3.47  19,354,659  784,527  4.05  15,769,533  568,791  3.61  Savings 7,217,900  118,766  1.65  6,879,935  106,096  1.54  7,259,640  56,670  0.78  Certificates of deposit 6,094,856  213,459  3.50  5,896,230  253,743  4.30  4,534,008  151,241  3.34  Brokered certificates of deposit 1,653,423  71,562  4.33  1,701,382  89,373  5.25  1,997,602  101,290  5.07  Total deposits 66,691,759  1,365,703  2.05  62,425,865  1,427,204  2.29  58,252,348  1,021,418  1.75  Securities sold under agreements to repurchase 167,269  3,298  1.97  142,025  1,098  0.77  210,676  1,231  0.58  Federal funds purchased —  —  —  54,303  3,015  5.55  167,495  7,871  4.70  FHLB advances 2,508,404  111,183  4.43  2,296,048  125,329  5.46  4,275,394  222,537  5.21  Long-term debt 951,555  43,430  4.56  903,603  32,253  3.57  1,027,869  37,934  3.69  Total borrowings 3,627,228  157,911  4.35  3,395,979  161,695  4.76  5,681,434  269,573  4.74  Total deposits and interest-bearing liabilities 70,318,987  $ 1,523,614  2.17  % 65,821,844  $ 1,588,899  2.41  % 63,933,782  $ 1,290,991  2.02  % Non-interest-bearing liabilities 1,615,374  1,871,615  1,566,145  Total liabilities 71,934,361  67,693,459  65,499,927  Preferred stock 283,979  283,979  283,979  Common stockholders’ equity 9,089,933  8,635,696  8,039,976  Total stockholders’ equity 9,373,912  8,919,675  8,323,955  Total liabilities and stockholders’ equity $ 81,308,273  $ 76,613,134  $ 73,823,882  Net interest income (FTE) 2,554,536  2,395,904  2,406,208  Less: FTE adjustment (3) (56,642) (57,517) (68,939) Net interest income $ 2,497,894  $ 2,338,387  $ 2,337,269  Net interest margin (FTE) 3.42  % 3.42  % 3.52  % (1)Non-accrual loans have been included in the computation of average balances. (2)Interest-bearing deposits are a component of Cash and cash equivalents on the Consolidated Statements of Cash Flows included in Part II - Item 8. Financial Statements and Supplementary Data. (3)FTE adjustments on loans and leases and investment securities are determined assuming a statutory federal income tax rate of 21%. Items computed on an FTE basis are considered non-GAAP financial measures, and are used by management to evaluate the comparability of the Company’s revenue arising from both taxable and non-taxable sources. 43 Table of Contents The following table summarizes the change in net interest income attributable to changes in rate and volume, and reflects net interest income on an FTE basis: Years ended December 31, 2025 vs. 2024 Increase (decrease) due to 2024 vs. 2023 Increase (decrease) due to (In thousands) Rate (1) Volume Total Rate (1) Volume Total Change in interest on interest-earning assets: Loans and leases $ (208,582) $ 149,962 $ (58,620) $ 78,816 $ 32,128 $ 110,944 Investment securities 74,977 37,505 112,482 160,500 52,269 212,769 FHLB and FRB stock (1,919) 571 (1,348) (1,406) (4,746) (6,152) Interest-bearing deposits (16,969) 67,498 50,529 110 (43,244) (43,134) Loans held for sale (3,439) (6,257) (9,696) 13,743 (566) 13,177 Total interest income $ (155,932) $ 249,279 $ 93,347 $ 251,763 $ 35,841 $ 287,604 Change in interest on interest-bearing liabilities: Interest-bearing checking $ (14,234) $ 11,390 $ (2,844) $ 38,745 $ 10,521 $ 49,266 Health savings accounts $ 1,072 $ 801 $ 1,873 $ 172 $ 601 $ 773 Money market (128,882) 113,777 (15,105) 86,424 129,312 215,736 Savings 7,458 5,212 12,670 52,389 (2,963) 49,426 Certificates of deposit (48,832) 8,548 (40,284) 57,062 45,440 102,502 Brokered certificates of deposit (15,292) (2,519) (17,811) 3,103 (15,020) (11,917) Securities sold under agreements to repurchase 2,005 195 2,200 268 (401) (133) Federal funds purchased — (3,015) (3,015) 463 (5,319) (4,856) FHLB advances (25,737) 11,591 (14,146) 5,818 (103,026) (97,208) Long-term debt 9,465 1,712 11,177 (1,095) (4,586) (5,681) Total interest expense $ (212,977) $ 147,692 $ (65,285) $ 243,349 $ 54,559 $ 297,908 Net change in net interest income $ 57,045 $ 101,587 $ 158,632 $ 8,414 $ (18,718) $ (10,304) (1)The change attributable to mix, a combined impact of rate and volume, and other is included with the change due to rate. Net interest income increased $0.2 billion, or 6.8%, from $2.3 billion for the year ended December 31, 2024, to $2.5 billion for the year ended December 31, 2025, reflecting increases of $4.6 billion, or 6.6%, in average total interest-earning assets and $4.5 billion, or 6.8%, in average total deposits and interest-bearing liabilities. Net interest margin remained flat at 3.42% for the years ended December 31, 2025, and 2024. The lower interest rate environment during the year ended December 31, 2025, as compared to the year ended December 31, 2024, primarily caused the average yield on average total interest-earning assets to decrease by 22 basis points and the average rate on average total deposits and interest-bearing liabilities to decrease by 24 basis points. The change in average total interest-earnings assets was primarily attributed to the following items: •Average loans and leases increased $2.4 billion, or 4.7%, primarily due to increases in commercial non-mortgage, residential mortgages, commercial real estate, and other consumer loans, partially offset by decreases in multi-family mortgages and asset-based lending. •Average total investment securities increased $0.9 billion, or 5.2%, primarily due to the timing and volume of purchases, paydowns, and sales activities, particularly within the available-for-sale portfolio. •Average interest-bearing deposits held at the FRB of New York increased $1.3 billion, or 180.8%, primarily due to management’s strategic decision to hold higher levels of on-balance sheet liquidity. The change in average total deposits and interest-bearing liabilities was primarily attributed to the following items: •Average total deposits increased $4.3 billion, or 6.8%, primarily due to an increase in money market deposits, which contributed to $2.8 billion of the change. The Company also experienced increases across all other deposit products, except for demand deposits and brokered certificates of deposit. •Average FHLB advances increased $0.2 billion, or 9.2%, primarily due to a change in short-term funding mix. Provision for Credit Losses The provision for credit losses decreased $12.0 million, or 5.4% from $222.0 million for the year ended December 31, 2024 to $210.0 million for the year ended December 31, 2025, primarily due to improvements in risk rating migration and changes in commercial portfolio mix, partially offset by higher net charge-offs, changes in the macroeconomic forecast, economic uncertainty, and loan growth. Additional information regarding the Company’s provision for credit losses and ACL can be found under the sections captioned “Loans and Leases” through “Allowance for Credit Losses on Loans and Leases” contained elsewhere in this Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 44 Table of Contents Non-Interest Income Years ended December 31, (In thousands) 2025 2024 2023 Deposit service fees $ 157,891  $ 161,144  $ 169,318  Loan and lease related fees 70,692  76,384  84,861  Wealth and investment services 30,983  33,234  28,999  Cash surrender value of life insurance policies 33,219  27,712  26,228  Gain (loss) on sale of investment securities, net 220  (136,224) (33,620) Other income 108,514  89,649  38,551  Total non-interest income $ 401,519  $ 251,899  $ 314,337  Total non-interest income increased $149.6 million, or 59.4%, from $251.9 million for the year ended December 31, 2024, to $401.5 million for the year ended December 31, 2025, primarily due to the change in Net gains (losses) on sale of investment securities and increases in Other income and the Cash surrender value of life insurance policies, partially offset by decreases in Loan and lease related fees and Wealth and investment services. Loan and lease related fees decreased $5.7 million, or 7.5%, from $76.4 million for the year ended December 31, 2024, to $70.7 million for the year ended December 31, 2025, primarily due to lower loan servicing fees, factoring fees, and amendment fees, partially offset by lower mortgage servicing rights amortization and an increase in line usage fees. Wealth and investment services decreased $2.2 million, or 6.8%, from $33.2 million for the year ended December 31, 2024, to $31.0 million for the year ended December 31, 2025, primarily due to a decrease in investment services, partially offset by an increase in personal trust fees. The Cash surrender value of life insurance policies increased $5.5 million, or 19.9%, from $27.7 million for the year ended December 31, 2024, to $33.2 million for the year ended December 31, 2025, primarily due to bank-owned life insurance events in 2024, which resulted in a lower increase to the cash surrender value in the prior year. Net gains (losses) on sale of investment securities changed $136.4 million, or 100.2%, from net (losses) of $136.2 million for the year ended December 31, 2024, to net gains $0.2 million for the year ended December 31, 2025. During the year ended December 31, 2025, the Company sold $14.7 million of Corporate debt securities classified as available-for-sale for proceeds of $14.9 million. During the year ended December 31, 2024, the Company sold $2.3 billion of Municipal bonds and notes, Agency MBS, Corporate debt securities, Agency CMBS, Government agency debentures, and Agency CMOs classified as available-for-sale for proceeds of $2.1 billion. The amounts presented in non-interest income include the portion of any losses that were not due to credit related factors. Other income increased $18.9 million, or 21.0%, from $89.6 million for the year ended December 31, 2024, to $108.5 million for the year ended December 31, 2025, primarily due to a $16.0 million net loss on sale of the factored receivables portfolio in 2024, a $9.8 gain on extinguishment of long-term debt in 2025, a $4.0 million beneficial legal settlement in 2025, increased client hedging activities in 2025, and the decrease in the credit valuation adjustment on derivatives in 2025, partially offset by an $11.7 million net gain on sale of mortgage servicing rights in 2024, bank owned life insurance events in 2024, and a $4.4 million net gain on sale of multi-family loans (securitization) in 2024. 45 Table of Contents Non-Interest Expense Years ended December 31, (In thousands) 2025 2024 2023 Compensation and benefits $ 821,748  $ 762,794  $ 711,752  Occupancy 77,416  72,161  77,520  Technology and equipment 190,614  195,017  197,928  Intangible assets amortization 36,304  36,082  36,207  Marketing 20,978  18,751  18,622  Professional and outside services 75,202  58,253  107,497  Deposit insurance 51,006  68,912  98,081  Other expense 155,996  139,309  168,748  Total non-interest expense $ 1,429,264  $ 1,351,279  $ 1,416,355  Total non-interest expense increased $0.1 billion, or 5.8%, from $1.3 billion for the year ended December 31, 2024, to $1.4 billion for the year ended December 31, 2025, primarily due to increases in Compensation and benefits, Professional and outside services, Other expense, and Occupancy, partially offset by a decrease in Deposit insurance. Compensation and benefits increased $58.9 million, or 7.7%, from $762.8 million for the year ended December 31, 2024, to $821.7 million for the year ended December 31, 2025, primarily due to higher performance-based incentives and increased compensation and employee benefits resulting from investments in human capital and risk management infrastructure, partially offset by a decrease in severance. Occupancy increased $5.2 million, or 7.3%, from $72.2 million for the year ended December 31, 2024, to $77.4 million for the year ended December 31, 2025, primarily due to a one-time lease termination benefit in 2024. Professional and outside services increased $16.9 million, or 29.1%, from $58.3 million for the year ended December 31, 2024, to $75.2 million for the year ended December 31, 2025, primarily due to an increase in technology consulting fees. Deposit insurance decreased $17.9 million, or 26.0%, from $68.9 million for the year ended December 31, 2024, to $51.0 million for the year ended December 31, 2025, primarily due to the change in the FDIC special assessment liability, partially offset by the impact from an increase in the Company’s deposit insurance assessment base. Other expense increased $16.7 million, or 12.0%, from $139.3 million for the year ended December 31, 2024, to $156.0 million for the year ended December 31, 2025, primarily due to a $20.0 million charitable contribution to the Webster Charitable Foundation, partially offset by individually immaterial net decreases in various other expense items. 46 Table of Contents Income Taxes The Company recognized income tax expense of $257.3 million and $248.3 million for the years ended December 31, 2025, and 2024, respectively, reflecting effective tax rates of 20.4% and 24.4%, respectively. The increase in income tax expense is primarily due to the higher level of pre-tax income recognized in 2025, as compared to 2024. The higher effective tax rate in 2024 primarily reflects the recognition in 2024 of $42.3 million in net discrete tax expense during that period, which included a $29.4 million DTA valuation adjustment resulting from a change in management’s estimate about the realizability of its SALT DTAs applicable to net operating loss carryforwards due to an estimated decrease in future taxable income for SALT purposes. On July 4, 2025, the One Big Beautiful Bill Act was signed into law, which includes a broad range of tax reform provisions with varying effective dates. The Company has evaluated the changes in tax law and determined that the impact on its consolidated financial statements is not material. At December 31, 2025, and 2024, the Company’s valuation allowance on its DTAs was $56.8 million and $64.4 million, respectively, of which $56.8 million and $62.7 million, respectively, were related to the portion of SALT net operating loss and credit carryforwards that, in management’s judgment, are not more likely than not to be realized. The $5.9 million decrease in the valuation allowance for SALT net operating loss and credit carryforwards from 2024 to 2025 is primarily attributed to the expiration of net operating loss carryforwards for which a valuation allowance existed at December 31, 2024. At December 31, 2025, and 2024, the Company’s gross DTAs included $66.1 million and $67.7 million, respectively, applicable to SALT net operating loss and credit carryforwards that are available to offset future taxable income. The ultimate realization of DTAs is dependent on the generation of future taxable income during the periods in which the net operating loss and credit carryforwards are available. In making its assessment, management considers the Company’s forecasted future results of operations, estimates the content and apportionment of its income by legal entity over the near term for SALT purposes, and also applies longer-term growth rate assumptions. Based on its estimates, management believes it is more likely than not that the Company will realize its DTAs, net of the valuation allowance, at December 31, 2025. However, it is possible that some or all of the Company’s net operating loss and credit carryforwards could expire unused, or that more net operating loss and credit carryforwards could be utilized than estimated, either as a result of changes in future forecasted levels of taxable income or if future economic or market conditions or interest rates were to vary significantly from the Company’s forecasts and, in turn, impact its future results of operations. Additional information regarding the Company’s income taxes, including its DTAs, can be found within Note 8: Income Taxes in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. 47 Table of Contents Segment Reporting The Company’s operations are organized into three reportable segments that represent its differentiated lines of business: Commercial Banking, Healthcare Financial Services, and Consumer Banking. Additional information regarding the Company’s reportable segments and its segment reporting methodology can be found within Note 20: Segment Reporting in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. Commercial Banking Operating Results: Years ended December 31, (In thousands) 2025 2024 2023 Net interest income $ 1,296,523  $ 1,348,346  $ 1,436,616  Non-interest income 129,750  143,104  125,265  Non-interest expense 433,700  418,467  394,942  Pre-tax, pre-provision net revenue $ 992,573  $ 1,072,983  $ 1,166,939  Commercial Banking’s PPNR decreased $80.4 million, or 7.5%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to decreases in net interest income and non-interest income and an increase in non-interest expense. The $51.8 million decrease in net interest income is primarily due to a lower net spread on loans and leases, partially offset by higher average loan and deposit balances. The $13.4 million decrease in non-interest income is primarily due to lower factoring and deposit service fees, and a non-recurring gain from a multi-family securitization event in 2024, partially offset by an increase in client hedging activities and syndication fees. The $15.2 million increase in non-interest expense is primarily due to increased investments in human capital, operational process improvements, technology, and higher foreclosed property and loan workout expenses. Selected Balance Sheet and Off-Balance Sheet Information: December 31, (In thousands) 2025 2024 Loans and leases $ 43,762,010  $ 40,616,156  Deposits 17,278,467  16,251,850  Assets under administration / management (off-balance sheet) 2,820,973  2,965,624  Loans and leases increased $3.1 billion, or 7.7%, at December 31, 2025, as compared to at December 31, 2024, primarily due to growth across Commercial Real Estate, Sponsor and Specialty Finance, and Verticals and Regional Banking, partially offset by net principal paydowns in Asset-Based Lending and the transfer of loans from portfolio to held for sale, particularly as it relates to joint venture activities. Total portfolio originations for the years ended December 31, 2025, and 2024, were $12.9 billion and $9.7 billion, respectively. The $3.2 billion increase was primarily due to increased Commercial Real Estate, Middle Market, and Sponsor and Specialty Finance origination activities. Deposits increased $1.0 billion, or 6.3%, at December 31, 2025, as compared to at December 31, 2024, primarily due to an increase in interest-bearing deposits and money market deposits, partially offset by a decrease in non-interest-bearing deposits. Assets under administration and assets under management, in aggregate, decreased $144.7 million, or 4.9%, at December 31, 2025, as compared to at December 31, 2024, primarily due to customer investment outflows and investment performance. 48 Table of Contents Healthcare Financial Services Operating Results: Years ended December 31, (In thousands) 2025 2024 2023 Net interest income $ 392,887  $ 366,927  $ 302,856  Non-interest income 112,413  110,207  88,113  Non-interest expense 224,577  214,089  168,160  Pre-tax, pre-provision, net revenue $ 280,723  $ 263,045  $ 222,809  Healthcare Financial Services’ PPNR increased $17.7 million, or 6.7%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to increases in net interest income and non-interest income, partially offset by an increase in non-interest expense. The $26.0 million increase in net interest income is primarily due to higher deposit balances, partially offset by lower deposit spreads. The $2.2 million increase in non-interest income is primarily due to higher interchange fees and medical fees. The $10.5 million increase in non-interest expense is primarily due to higher compensation and benefits, technology costs, marketing costs, and a one-time lease termination benefit in 2024, partially offset by lower service contract expenses. Selected Balance Sheet and Off-Balance Sheet Information: December 31, (In thousands) 2025 2024 Deposits $ 10,417,888  $ 9,966,773  Assets under administration, through linked investment accounts (off-balance sheet) 6,508,605  5,321,736  Deposits increased $0.5 billion, or 4.5%, at December 31, 2025, as compared to at December 31, 2024, primarily due to additional HSA Bank and Ametros account holders. Assets under administration, through linked investment accounts, increased $1.2 billion, or 22.3%, at December 31, 2025, as compared to at December 31, 2024, primarily due to additional HSA Bank account holders and increased investment account balances as a result of higher equity market valuations in 2025. 49 Table of Contents Consumer Banking Operating Results: Years ended December 31, (In thousands) 2025 2024 2023 Net interest income $ 839,393  $ 812,743  $ 898,898  Non-interest income 100,233  113,638  114,851  Non-interest expense 499,863  471,402  469,629  Pre-tax, pre-provision net revenue $ 439,763  $ 454,979  $ 544,120  Consumer Banking’s PPNR decreased $15.2 million, or 3.3%, for the year ended December 31, 2025, as compared to the year ended December 31, 2024, due to a decrease in non-interest income and an increase in non-interest expense, partially offset by an increase in net interest income. The $26.7 million increase in net interest income is primarily due to higher average loan and deposit balances coupled with a higher interest rate spread on loans, partially offset by lower interest spreads on deposits. The $13.4 million decrease in non-interest income is primarily due to the net gain on sale of mortgage servicing rights in 2024, a gain on an investment portfolio sale in 2024, lower investment services income, and decreased deposit service fees, partially offset by increased loan servicing fees. The $28.5 million increase in non-interest expense is primarily due to increased investments in technology, human capital, and outside professional services, partially offset by lower operational support expenses and costs related to debit card processing. Selected Balance Sheet Information: December 31, (In thousands) 2025 2024 Loans $ 12,827,465  $ 11,886,095  Deposits 27,663,514  27,332,786  Assets under administration (off-balance sheet) 8,009,314  7,997,114  Loans increased $0.9 billion, or 7.9%, at December 31, 2025, as compared to at December 31, 2024, primarily due to growth in residential mortgages and other consumer loans, partially offset by net principal paydowns in home equity loans/lines of credit and business banking commercial loans. Total portfolio originations for the years ended December 31, 2025, and 2024, were $2.2 billion and $1.9 billion, respectively. The $0.3 billion increase was primarily due to increased residential mortgage and home equity loan/line originations, partially offset by decreased business banking commercial loan originations. Deposits increased $0.3 billion, or 1.2%, at December 31, 2025, as compared to at December 31, 2024, primarily due to growth in online savings, money markets, certificates of deposit, and interest-bearing checking, partially offset by outflows in non-interest-bearing demand. Assets under administration remained relatively flat at approximately $8.0 billion at December 31, 2025, and 2024, primarily due to increased investment account balances as a result of higher equity market valuations in 2025, partially offset by the sale of two investment portfolios. 50 Table of Contents Financial Condition Total assets increased $5.1 billion, or 6.4%, from $79.0 billion at December 31, 2024, to $84.1 billion at December 31, 2025. The change in total assets was primarily attributed to the following items, which experienced changes greater than $100 million: •Cash and cash equivalents increased $0.4 billion, primarily due to an increase in interest-bearing deposits held at the FRB of New York as a result of management’s strategic decision to hold higher levels of on-balance sheet liquidity; •Total investment securities, net increased $0.5 billion, reflecting a $1.0 billion increase in the available-for-sale portfolio, partially offset by a $0.5 billion decrease in the held-to-maturity portfolio. The net increase in total investment securities was primarily due to purchases exceeding paydown activities, particularly across the Agency CMBS, Agency MBS, and CMBS categories; •Loans and leases increased $4.1 billion, primarily due to $15.1 billion of originations during the year ended December 31, 2025, particularly across the commercial non-mortgage, commercial real estate, and residential mortgages categories, partially offset by net principal paydowns and the transfer of loans from portfolio to held for sale, particularly as it relates to joint venture activities; •DTAs decreased $0.1 billion, primarily due to the deferred tax effect on the change in other comprehensive income and an increase in deferred tax expense for the year ended December 31, 2025; •Accrued interest receivable and other assets increased $0.1 billion. Notable drivers of the change included increases in treasury derivative assets, LIHTC investments, other alternative investments, and accrued interest receivable, partially offset by decreases in prepaid expenses and other assets. Total liabilities increased $4.7 billion, or 6.7%, from $69.9 billion at December 31, 2024, to $74.6 billion at December 31, 2025. The change in total liabilities was primarily attributed to the following items: •Total deposits increased $4.0 billion, reflecting a $4.2 billion increase in interest-bearing deposits, partially offset by a $0.2 billion decrease in non-interest-bearing deposits. The net increase in interest-bearing deposits was primarily due to an increase in money market deposits, particularly from interSYNC, which contributed to $2.0 billion of the change. The Company also experienced increases across all other interest-bearing deposit categories except for savings deposits; •Securities sold under agreements to repurchase increased $0.3 billion, primarily due to a change in short-term funding mix; •FHLB advances increased $0.9 billion, also primarily due to a change in short-term funding mix; •Long-term debt decreased $0.2 billion, primarily due to the repayment during the fourth quarter of 2025 of the subordinated notes due on November 1, 2030, and the subordinated notes due on December 30, 2029, partially offset by the issuance in the third quarter of 2025 of the subordinated notes due on September 11, 2035; and •Accrued expenses and other liabilities decreased $0.3 billion. Notable drivers of the change included decreases in treasury derivative liabilities, unfunded commitments for LIHTC investments, accrued FDIC deposit insurance, and accrued interest payable, partially offset by increases in accrued compensation and other liabilities. Total stockholders’ equity increased $0.4 billion, or 3.9%, from $9.1 billion at December 31, 2024, to $9.5 billion at December 31, 2025. The change in stockholders’ equity was attributed to the following items: •Net income of $1.0 billion; •Other comprehensive income, net of tax, of $205.5 million; •Dividends paid to common and preferred stockholders of $267.6 million and $16.7 million, respectively; •Stock-based compensation expense of $56.8 million; •Stock options exercised of $0.1 million; and •Repurchases of common stock under the Company’s common stock repurchase program of $599.2 million, which includes the 1% excise tax on net stock repurchases, and $22.8 million related to employee stock-based compensation plan activity. 51 Table of Contents Investment Securities Through its Corporate Treasury function, the Company maintains and invests in debt securities that are primarily used to provide a source of liquidity for operating needs, as a means to manage the Company’s interest-rate risk, and to generate interest income. The Company’s investment securities are classified into two major categories: available-for-sale and held-to-maturity. The ALCO manages the Company’s investment securities in accordance with regulatory guidelines and corporate policies, which include limitations on aspects such as concentrations in and types of investments, as well as minimum risk ratings per type of security. In addition, the OCC may further establish individual limits on certain types of investments if the concentration in such security presents a safety and soundness concern. Although the Bank held the entirety of the Company’s investment securities portfolio at both December 31, 2025, and 2024, the Company may also directly hold investments. The following table summarizes the carrying amount and percentage composition of the Company’s investment securities: December 31, 2025 2024 (Dollars in thousands) Amount % Amount % Available-for-sale: Government agency debentures $ 197,650  2.0  % $ 186,426  2.1  % Municipal bonds and notes 109,619  1.1  110,876  1.2  Agency CMO 24,856  0.2  29,043  0.3  Agency MBS 5,057,273  50.5  4,519,785  50.2  Agency CMBS 3,526,010  35.2  3,034,392  33.8  CMBS 718,412  7.2  625,388  6.9  Corporate debt 328,145  3.3  452,266  5.0  Private label MBS 38,052  0.4  39,219  0.4  Other 9,483  0.1  9,205  0.1  Total available-for-sale $ 10,009,500  100.0  % $ 9,006,600  100.0  % Held-to-maturity: Agency CMO $ 16,791  0.2  % $ 19,847  0.2  % Agency MBS 2,767,869  34.7  3,109,411  36.8  Agency CMBS 4,295,308  53.9  4,357,505  51.6  Municipal bonds and notes (1) 824,734  10.4  891,909  10.6  CMBS 64,970  0.8  65,690  0.8  Total held-to-maturity $ 7,969,672  100.0  % $ 8,444,362  100.0  % Total investment securities $ 17,979,172  $ 17,450,962  (1)The balances at December 31, 2025, and 2024, exclude the ACL recorded on held-to-maturity securities of $0.1 million and $0.2 million, respectively. Available-for-sale securities increased $1.0 billion, or 11.1%, from $9.0 billion at December 31, 2024, to $10.0 billion at December 31, 2025, primarily due to purchases exceeding paydown activities, particularly across the Agency CMBS, Agency MBS, and CMBS categories. The average FTE yield on the available-for-sale portfolio was 4.74% for the year ended December 31, 2025, as compared to 4.17% for the year ended December 31, 2024. The 57 basis point increase is primarily due to higher yields on securities that were purchased in 2024 and 2025, as compared to the yields on securities with paydown activities or that were sold. At December 31, 2025, and 2024, gross unrealized losses on available-for-sale securities were $0.5 billion and $0.7 billion, respectively. The $0.2 billion decrease is primarily due to lower market interest rates and lower securities’ spreads. On a quarterly basis, each available-for-sale security that is in an unrealized loss position is evaluated to determine whether the decline in fair value below the amortized cost basis is a result of any credit related factors. There was no ACL recorded on available-for-sale securities at December 31, 2025. At December 31, 2024, the ACL on available-for-sale securities was $0.9 million, which related to a single Corporate debt security. Each of the Company’s available-for-sale securities in an unrealized loss position at December 31, 2025, is investment grade, current as to principal and interest, and their price changes are consistent with interest and credit spreads when adjusting for duration, convexity, rating, and industry differences. Based on current market conditions and the Company’s targeted balance sheet composition strategy, the Company intends to hold its available-for-sale securities in unrealized loss positions through the anticipated recovery period. Held-to-maturity securities decreased $0.4 billion, or 5.6%, from $8.4 billion at December 31, 2024, to $8.0 billion at December 31, 2025, primarily due to paydown activities across the Agency MBS, Agency CMBS, and Municipal bonds and notes categories. There were no purchases of held-to-maturity securities during the year ended December 31, 2025. The average FTE yield on the held-to-maturity portfolio was 3.98% for the year ended December 31, 2025, as compared to 3.75% for the year ended December 31, 2024. The 23 basis point increase is primarily due to paydowns of lower yielding securities. 52 Table of Contents At December 31, 2025, and 2024, gross unrealized losses on held-to-maturity securities were $0.8 billion and $1.0 billion, respectively. The $0.2 billion decrease is primarily due to lower market interest rates and lower securities’ spreads. Held-to-maturity securities are evaluated for credit losses on a quarterly basis under the CECL methodology. At December 31, 2025, and 2024, the ACL on held-to-maturity securities was $0.1 million and $0.2 million respectively. The following table summarizes the maturity distribution of investment securities by the earlier of either contractual maturity or call date, as applicable, along with their respective weighted-average yields: December 31, 2025 1 Year or Less 1 - 5 Years 5 - 10 Years After 10 Years Total (Dollars in thousands) Amount Weighted- Average Yield (1) Amount Weighted- Average Yield (1) Amount Weighted- Average Yield (1) Amount Weighted- Average Yield (1) Amount Weighted- Average Yield (1) Available-for-sale: Government agency debentures $ —  —  % $ —  —  % $ 99,587  2.51  % $ 123,261  3.76  % $ 222,848  3.20  % Municipal bonds and notes 175  4.24  3,456  2.83  62,595  2.32  50,524  2.11  116,750  2.25  Agency CMO —  —  —  —  1,729  3.30  25,087  2.81  26,816  2.85  Agency MBS 67  1.64  1,639  1.33  3,837  3.59  5,119,890  4.68  5,125,433  4.68  Agency CMBS —  —  112,098  4.61  529,620  4.58  3,213,674  4.82  3,855,392  4.78  CMBS 7,272  5.48  —  —  —  —  710,504  5.46  717,776  5.46  Corporate debt 5,000  6.66  142,058  3.95  183,168  3.43  20,770  2.95  350,996  3.66  Private label MBS —  —  —  —  —  —  41,087  4.01  41,087  4.01  Other —  —  9,880  3.25  —  —  —  —  9,880  3.25  Total available-for-sale $ 12,514  5.92  % $ 269,131  4.17  % $ 880,536  3.94  % $ 9,304,797  4.75  % $ 10,466,978  4.67  % Held-to-maturity: Agency CMO $ —  —  % $ —  —  % $ —  —  % $ 16,791  2.85  % $ 16,791  2.85  % Agency MBS 22  2.54  —  —  59,075  2.47  2,708,772  3.43  2,767,869  3.41  Agency CMBS —  —  99,302  2.68  —  —  4,196,006  4.29  4,295,308  4.26  Municipal bonds and notes 10,441  3.09  69,835  2.75  214,564  2.89  529,894  3.31  824,734  3.15  CMBS —  —  —  —  —  —  64,970  2.39  64,970  2.39  Total held-to-maturity $ 10,463  3.09  % $ 169,137  2.71  % $ 273,639  2.80  % $ 7,516,433  3.89  % $ 7,969,672  3.83  % Total investment securities (2) $ 22,977  4.63  % $ 438,268  3.61  % $ 1,154,175  3.67  % $ 16,821,230  4.37  % $ 18,436,650  4.31  % (1)Weighted-average yields exclude FTE adjustments and hedge adjustments, and are calculated on a pre-tax basis using the current yield inclusive of premium amortization and discount accretion for each security, major type, and maturity bucket. (2)Available-for-sale securities and held-to-maturity securities are presented at amortized cost before any allowance for credit losses. Additional information regarding the Company’s investment securities’ portfolios can be found within Note 3: Investment Securities in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. 53 Table of Contents Loans and Leases The following table summarizes the amortized cost and percentage composition of the Company’s loans and leases: December 31, 2025 2024 (Dollars in thousands) Amount % Amount % Commercial non-mortgage $ 20,405,237  36.0  % $ 18,037,942  34.4  % Asset-based 1,231,231  2.2  1,404,007  2.7  Commercial real estate 15,326,007  27.1  14,492,436  27.6  Multi-family 7,008,839  12.4  6,898,600  13.1  Equipment financing 1,258,882  2.2  1,235,016  2.3  Residential 9,599,577  17.0  8,853,669  16.9  Home equity 1,370,513  2.4  1,427,692  2.7  Other consumer 396,824  0.7  155,806  0.3  Total loans and leases (1) $ 56,597,110  100.0  % $ 52,505,168  100.0  % (1)The amortized cost balances at December 31, 2025, and 2024, exclude the ACL recorded on loans and leases of $719.4 million and $689.6 million, respectively. The following table summarizes loans and leases by contractual maturity, along with the indication of whether interest rates are fixed or variable: December 31, 2025 (In thousands) 1 Year or Less 1 - 5 Years 5 - 15 Years After 15 Years Total Fixed rate: Commercial non-mortgage $ 298,107  $ 1,129,599  $ 2,789,702  $ 1,548,563  $ 5,765,971  Asset-based 64,123  383,338  —  —  447,461  Commercial real estate 840,988  2,148,993  618,730  120,542  3,729,253  Multi-family 688,808  3,419,805  625,806  112,608  4,847,027  Equipment financing 102,595  830,131  326,156  —  1,258,882  Residential 1,839  29,772  373,654  5,738,358  6,143,623  Home equity 2,624  21,273  145,905  213,981  383,783  Other consumer 16,287  308,213  47,506  31  372,037  Total fixed rate loans and leases $ 2,015,371  $ 8,271,124  $ 4,927,459  $ 7,734,083  $ 22,948,037  Variable rate: Commercial non-mortgage $ 4,057,560  $ 8,442,895  $ 2,070,210  $ 68,601  $ 14,639,266  Asset-based 340,192  443,578  —  —  783,770  Commercial real estate 2,299,219  6,465,790  2,331,736  500,009  11,596,754  Multi-family 297,968  1,234,918  624,754  4,172  2,161,812  Residential 402  6,906  216,007  3,232,639  3,455,954  Home equity 2,863  4,304  81,423  898,140  986,730  Other consumer 5,332  17,801  1,654  —  24,787  Total variable rate loans and leases (1) $ 7,003,536  $ 16,616,192  $ 5,325,784  $ 4,703,561  $ 33,649,073  Total loans and leases (2) $ 9,018,907  $ 24,887,316  $ 10,253,243  $ 12,437,644  $ 56,597,110  (1)The Company has a back-to-back swap program, whereby it enters into an interest rate swap with a qualified customer and simultaneously enters into an equal and opposite interest-rate swap with a swap counterparty, to hedge interest rate risk. At December 31, 2025, there were 927 customer interest rate swap arrangements with a total notional amount of $8.8 billion to convert variable-rate loan payments to fixed-rate loan payments, and 46 customer interest rate cap arrangements with a total notional amount of $1.2 billion limiting how high interest rates can rise on variable-rate loans in a rising interest rate environment. (2)Amounts due exclude total accrued interest receivable of $282.5 million. Portfolio Concentrations The Company actively monitors and manages concentrations of credit risk pertaining to specific industries, geographies, property types, and other characteristics that may exist in its loan and lease portfolio. At both December 31, 2025, and 2024, commercial non-mortgage, commercial real estate, and multi-family loans comprised approximately 75% of the Company’s loan and lease portfolio, with a large portion of the borrowers or properties associated with these loans geographically concentrated in New York City and the proximate areas. 54 Table of Contents The following table summarizes the percentage composition of commercial non-mortgage loans by industry, as determined using NAICS codes, which are used by the Company to categorize loans based on the borrower’s type of business: December 31, Industry: 2025 2024 Finance 30.0  % 25.7  % Public Administration 16.4  15.8  Services 15.7  16.1  Communications 7.0  7.7  Manufacturing 5.7  6.4  Real Estate 5.6  5.0  Retail & Wholesale 4.1  4.6  Transportation & Public Utilities 3.3  3.0  Healthcare 3.0  4.6  Construction 2.0  2.3  Other 7.2  8.8  Total Commercial non-mortgage 100.0  % 100.0  % As illustrated above, concentrations generally remain consistent from period to period. Any change in composition is consistent with the Company’s portfolio growth strategy. The following tables summarize the percentage composition of commercial real estate and multi-family loans by both geography and property type, and whether the properties are owner occupied or non-owner occupied: December 31, 2025 2024 Geography: Owner Occupied Non-Owner Occupied Total Owner Occupied Non-Owner Occupied Total New York City 2.6  % 31.0  % 33.6  % 2.9  % 32.6  % 35.5  % Other New York Counties 3.0  10.7  13.7  2.6  11.7  14.3  Connecticut 2.0  7.1  9.1  2.4  6.3  8.7  New Jersey 1.0  6.3  7.3  1.6  6.9  8.5  Massachusetts 1.0  4.5  5.5  1.4  4.9  6.3  Southeast 0.9  12.0  12.9  1.0  10.2  11.2  Other 1.1  16.8  17.9  1.4  14.1  15.5  Total Commercial real estate & Multi-family 11.6  % 88.4  % 100.0  % 13.3  % 86.7  % 100.0  % December 31, 2025 2024 Property Type: Owner Occupied Non-Owner Occupied Total Owner Occupied Non-Owner Occupied Total Multi-family 0.2  % 34.5  % 34.7  % 0.4  % 34.3  % 34.7  % Industrial & Warehouse 3.3  17.3  20.6  3.1  14.6  17.7  Retail 0.5  9.0  9.5  0.5  8.1  8.6  Construction —  5.1  5.1  0.1  7.7  7.8  Medical Office 0.1  4.8  4.9  0.1  4.2  4.3  Healthcare & Senior Living 2.3  2.3  4.6  4.3  1.9  6.2  Traditional Office —  3.6  3.6  —  3.8  3.8  Hotel —  2.1  2.1  —  2.1  2.1  Other 5.2  9.7  14.9  4.8  10.0  14.8  Total Commercial real estate & Multi-family 11.6  % 88.4  % 100.0  % 13.3  % 86.7  % 100.0  % The weighted-average LTV ratio for non-owner occupied commercial real estate and multi-family loans at both December 31, 2025, and 2024, was 57%. The Company calculates its LTV ratios primarily using appraisals at origination unless a full appraisal is subsequently required based on deal-specific events. Given the ongoing change in office demand driven by the acceptance of remote work options, the commercial real estate market has continued to experience an increase in office property vacancies. As such, commercial real estate performance across the U.S. related to the traditional office sector continues to be an area of uncertainty. At December 31, 2025, the outstanding principal balance of traditional office commercial real estate loans was approximately $733.8 million, which had corresponding reserves of $36.3 million. While the Company does anticipate ongoing change in the traditional office sector, management believes that its reserve levels reflect the expected credit losses in the portfolio. 55 Table of Contents Credit Policies and Procedures The Bank has credit policies and procedures in place designed to support its lending activities within an acceptable level of risk, which are reviewed and approved by management and the Board on a regular basis. To assist with this process, management reviews reports generated by the Company’s loan reporting systems related to loan production, loan quality, concentrations of credit, loan delinquencies, non-performing loans, and potential problem loans. Commercial non-mortgage, asset-based, and equipment finance loans are underwritten after evaluating and understanding the borrower’s ability to operate and service its debt. Assessment of the borrower’s management is a critical element of the underwriting process and credit decision. Once it has been determined that the borrower’s management possesses sound ethics and a solid business acumen, current and projected cash flows are examined to determine the ability of the borrower to repay obligations, as contracted. Commercial non-mortgage, asset-based, and equipment finance loans are primarily made based on the identified cash flows of the borrower, and secondarily on the underlying collateral provided by the borrower. However, the cash flows of borrowers may not be as expected, and the collateral securing these loans, as applicable, may fluctuate in value. Most commercial non-mortgage, asset-based, and equipment finance loans are secured by the assets being financed and may incorporate personal guarantees of the principal balance. Commercial real estate loans, including multi-family, are subject to underwriting standards and processes similar to those for commercial non-mortgage, asset-based, and equipment finance loans. These loans are primarily viewed as cash flow loans, and secondarily as loans secured by real estate. Repayment of commercial real estate loans is largely dependent on the successful operation of the property securing the loan, the market in which the property is located, and the tenants of the property securing the loan. Management monitors and evaluates commercial real estate loans based on collateral, geography, and risk grade criteria. All transactions are appraised to determine market value. Commercial real estate loans may be adversely affected by conditions in the real estate markets or in the general economy. Management periodically utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting its commercial real estate loan portfolio. The Bank requires a valuation of real estate collateral, which generally includes third-party appraisals, at the time of origination or renewal in accordance with regulatory guidance. On an annual basis, appraisal assumptions and other factors are internally reviewed to determine whether an incremental third-party appraisal is warranted. New appraisals are typically obtained sooner if a loan becomes substandard or non-accrual. Consumer loans are subject to policies and procedures developed to manage the specific risk characteristics of the portfolio. These policies and procedures, coupled with relatively small individual loan amounts and predominately collateralized loan structures, are spread across many different borrowers, minimizing the level of credit risk. Trend and outlook reports are reviewed by management on a regular basis, and policies and procedures are modified or developed, as needed. Underwriting factors for residential mortgage and home equity loans include the borrower’s FICO score, the loan amount relative to property value, and the borrower’s debt-to-income level. The Bank originates both qualified mortgage and non-qualified mortgage loans. Allowance for Credit Losses on Loans and Leases The ACL on loans and leases increased $29.8 million, or 4.3%, from $689.6 million at December 31, 2024, to $719.4 million at December 31, 2025, primarily due to additional reserves resulting from changes in the macroeconomic forecast, economic uncertainty, and loan growth, partially offset by net charge-offs, improvements in risk rating migration, and changes in commercial portfolio mix. The following table summarizes the percentage allocation of the ACL across the loans and leases categories: December 31, 2025 2024 (Dollars in thousands) Amount % (1) Amount % (1) Commercial non-mortgage $ 280,934 39.1  % $ 270,613 39.2  % Asset-based 19,950 2.8  30,049 4.4  Commercial real estate 254,764 35.4  245,124 35.5  Multi-family 62,131 8.6  70,998 10.3  Equipment financing 13,598 1.9  19,087 2.8  Residential 37,769 5.2  27,354 4.0  Home equity 25,313 3.5  19,625 2.8  Other consumer 24,952 3.5  6,716 1.0  Total ACL on loans and leases $ 719,411 100.0  % $ 689,566 100.0  % (1)The ACL allocated to a single loan and lease category does not preclude its availability to absorb losses in other categories. 56 Table of Contents Methodology The Company’s ACL on loans and leases is considered to be a critical accounting policy. The ACL on loans and leases is a contra-asset account that offsets the amortized cost basis of loans and leases for the credit losses that are expected to occur over the life of the asset. Executive management reviews and advises on the adequacy of the allowance on a quarterly basis, which is maintained at a level that management deems to be sufficient to cover expected losses within the loan and lease portfolios. The ACL on loans and leases is determined using the CECL model, whereby an expected lifetime credit loss is recognized at the origination or purchase of an asset, including those acquired through a business combination, which is then reassessed at each reporting date over the contractual life of the asset. The calculation of expected credit losses includes consideration of past events, current conditions, and reasonable and supportable economic forecasts that affect the collectability of the reported amounts. Generally, expected credit losses are determined through a pooled, collective assessment of loans and leases with similar risk characteristics. However, if the risk characteristics of a loan or lease change such that it no longer aligns to that of the collectively assessed pool, it is removed from the population and individually assessed for credit losses. The total ACL on loans and leases recorded by management represents the aggregated estimated credit loss determined through both the collective and individual assessments. Collectively Assessed Loans and Leases. Collectively assessed loans and leases are segmented based on product type and credit quality, and expected losses are determined using models that follow a PD, LGD, or EAD framework. Under these frameworks, expected credit losses are calculated as the product of the probability of a loan defaulting, expected loss rate given the occurrence of a default, and the expected exposure of a loan at default. Summing the product across loans over their lives yields the lifetime expected credit losses for a given portfolio. The Company’s PD and LGD calculations are predictive models that measure the current risk profile of the loan pools using forecasts of future macroeconomic conditions, historical loss information, loan-level risk attributes, and credit quality indicators. The calculation of EAD follows an iterative process to determine the expected remaining principal balance of a loan based on historical paydown rates for loans of a similar segment within the same portfolio. The calculation of portfolio exposure in future quarters incorporates expected losses, the loan’s amortization schedule, and prepayment rates. The Company incorporates forecasts of macroeconomic variables in the determination of expected credit losses. Macroeconomic variables are selected for each class of financing receivable based on relevant factors, such as asset type and the correlation of the variables to credit losses, among others. Data from the forecast scenario of these macroeconomic variables are used as inputs to the modeled loss calculation. The Company’s models incorporate a baseline and a downside macroeconomic forecast scenario, and management weights the scenarios based on reviews of variable forecasts and comparisons to expectations using readily available data to arrive at a macroeconomic scenario for each quarter end over a reasonable and supportable forecast period. The development of the reasonable and supportable forecast assumes that each portfolio will revert to its long-term loss rate expectation. The reasonable and supportable forecast period is two years, after which the reversion period is one year. Models use output reversion and revert to mean historical portfolio and risk rating specific loss rates on a straight-line basis in the third year of the forecast. A portion of the collective ACL is comprised of qualitative adjustments for risk characteristics that are not reflected or captured in the quantitative models, but are likely to impact the measurement of estimated credit losses. Qualitative adjustments are based on management’s judgment of the Company, market, industry, or business specific data, and may be applied in relation to economic forecasts when relevant facts and circumstances are expected to impact credit losses, particularly in times of significant volatility in economic activity. Qualitative factors that are generally used in the Company’s models for all loan and lease portfolios include, but are not limited to, nature and volume of portfolio growth, credit quality trends, underwriting exception levels, quality of internal loan review, credit concentrations, and staffing trends. During the third quarter of 2025, the Company completed a refresh of its CECL models, incorporating additional loss history and enhancements to modeling methodologies used in the estimation process, which resulted in an increase in the quantitative portion of the collective ACL relative to the total ACL on loans and leases. The refreshed CECL models reflect the estimated impact of economic conditions including tariffs, the risk of recession/inflation, and the general economic uncertainty associated with these evolving risks. The change in probability-weighting of macroeconomic forecast scenarios resulted in an increase to the collective ACL of $30.4 million from December 31, 2024, to December 31, 2025. The qualitative portion of the collective ACL accounted for approximately 22% and 39% of the total ACL on loans and leases at December 31, 2025, and 2024, respectively. The composition of qualitative reserves primarily relates to credit quality trends and credit concentrations, which decreased from the prior year as a result of the effects of the CECL model refresh and improvements in overall commercial risk rating migration trends. 57 Table of Contents Individually Assessed Loans and Leases. If the risk characteristics of a loan or lease change such that it no longer matches the risk characteristics of the collectively assessed pool, it is removed from the population and individually assessed for credit losses. Generally, all non-accrual loans and loans with a charge-off are individually assessed. The measurement method used to calculate the expected credit loss on an individually assessed loan or lease depends on the type and whether the loan or lease is considered to be collateral dependent. Methods for collateral dependent commercial loans are either based on the fair value of the collateral less estimated costs to sell when the basis of repayment is the sale of collateral, or the present value of the expected cash flows from the operation of the collateral. For non-collateral dependent loans, either a discounted cash flow method or other loss factor method is used. Any individually assessed loan or lease for which no specific allowance is deemed necessary is either the result of sufficient cash flows or sufficient collateral coverage relative to the amortized cost of the asset. Additional information regarding the Company’s ACL methodology can be found within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. Asset Quality Ratios The Company manages asset quality using risk tolerance levels established through the Company’s underwriting standards, servicing, and management of its loan and lease portfolio. Loans and leases for which a heightened risk of loss has been identified are regularly monitored to mitigate further deterioration and preserve asset quality in future periods. Non-performing assets, credit losses, and net charge-offs are considered by management to be key measures of asset quality. The following table summarizes key asset quality ratios and their underlying components: Years ended December 31, (Dollars in thousands) 2025 2024 2023 Non-performing loans and leases (1) (2) $ 500,684  $ 461,326  $ 209,544  Total loans and leases 56,597,110  52,505,168  50,726,052  Non-performing loans and leases as a percentage of total loans and leases 0.88  % 0.88  % 0.41  % Non-performing loans and leases (1) (2) $ 500,684  $ 461,326  $ 209,544  Add: OREO and repossessed assets 1,472  425  9,056  Total non-performing assets (1) $ 502,156  $ 461,751  $ 218,600  Total loans and leases plus OREO and repossessed assets $ 56,598,582  $ 52,505,593  $ 50,735,108  Non-performing assets as a percentage of total loans and leases plus OREO    and repossessed assets 0.89  % 0.88  % 0.43  % Non-performing assets (1) $ 502,156  $ 461,751  $ 218,600  Total assets 84,073,663  79,025,073  74,945,249  Non-performing assets as a percentage of total assets 0.60  % 0.58  % 0.29  % ACL on loans and leases $ 719,411  $ 689,566  $ 635,737  Non-performing loans and leases (1) (2) 500,684  461,326  209,544  ACL on loans and leases as a percentage of non-performing loans and leases 143.69  % 149.47  % 303.39  % ACL on loans and leases $ 719,411  $ 689,566  $ 635,737  Total loans and leases 56,597,110  52,505,168  50,726,052  ACL on loans and leases as a percentage of total loans and leases 1.27  % 1.31  % 1.25  % ACL on loans and leases $ 719,411  $ 689,566  $ 635,737  Net charge-offs 179,203  166,914  108,086  Ratio of ACL on loans and leases to net charge-offs 4.01x 4.13x 5.88x (1)Non-performing asset balances and related asset quality ratios exclude the impact of net unamortized (discounts)/premiums and net unamortized deferred (fees)/costs on loans and leases. (2)The change from December 31, 2024, to December 31, 2025, is primarily due to increases in non-performing commercial real estate, asset-based, and multi-family, partially offset by decreases in non-performing commercial non-mortgage and equipment financing. 58 Table of Contents The following table summarizes net charge-offs (recoveries) as a percentage of average loans and leases for each category: Years ended December 31, 2025 2024 2023 (Dollars in thousands) Net Charge-offs (Recoveries) Average Balance % Net Charge-offs (Recoveries) Average Balance % Net Charge-offs (Recoveries) Average Balance % Commercial non-mortgage $ 71,312 $ 18,919,628  0.38  % $ 88,525 $ 17,071,748  0.52  % $ 13,531 $ 16,900,423  0.08  % Asset-based 37,337 1,329,092  2.81  6,090 1,474,703  0.41  17,088 1,699,064  1.01  Commercial real estate 60,094 14,683,485  0.41  39,776 14,222,437  0.28  62,208 13,397,036  0.46  Multi-family 936 6,876,285  0.01  22,761 7,622,410  0.30  3,447 7,072,507  0.05  Equipment financing 6,572 1,228,747  0.53  10,239 1,258,733  0.81  4,949 1,509,948  0.33  Warehouse lending — —  —  — —  —  — 316,729  —  Residential (1,197) 9,305,795  (0.01) (953) 8,403,098  (0.01) 3,601 8,126,878  0.04  Home equity (1,977) 1,389,459  (0.14) (2,890) 1,464,894  (0.20) (123) 1,560,707  (0.01) Other consumer 6,126 313,225  1.96  3,366 79,420  4.24  3,385 54,277  6.24  Total $ 179,203 $ 54,045,716  0.33  % $ 166,914 $ 51,597,443  0.32  % $ 108,086 $ 50,637,569  0.21  % Net charge-offs increased $12.3 million, or 7.4%, to $179.2 million for the year ended December 31, 2025, as compared to $166.9 million for the year ended December 31, 2024, primarily due to increases in asset-based and commercial real estate, partially offset by decreases in multi-family and commercial non-mortgage. 59 Table of Contents Liquidity and Capital Resources The Company manages its cash flow requirements through proactive liquidity measures at both the Company and the Bank. In order to maintain stable, cost-effective funding, and to promote overall balance sheet strength, the liquidity position of the Company is continuously monitored, and adjustments are made to balance sources and uses of funds, as appropriate. Cash inflows are provided through a variety of sources, including principal and interest payments on loans and investments, unpledged securities that can be sold or utilized to secure funding, and new deposits. The Company is committed to maintaining a strong base of core deposits, which consists of demand, health savings, interest-bearing checking, money market, and savings accounts, to support growth in its loan portfolios. Management actively monitors the interest rate environment and makes adjustments to its deposit strategy in response to evolving market conditions, funding needs, and client relationship dynamics. Company Liquidity. The primary source of liquidity at the Company is dividends from the Bank. To a lesser extent, investment income, net proceeds from investment sales, borrowings, and public offerings may provide additional liquidity. The Company generally uses its funds for principal and interest payments on senior notes, subordinated notes, and junior subordinated debt, dividend payments to preferred and common stockholders, repurchases of its common stock, and purchases of debt and equity securities, as applicable. There are certain restrictions on the Bank’s payment of dividends to the Company, which can be found within the section captioned “Supervision and Regulation” in Part I - Item 1. Business, and within Note 13: Regulatory Capital and Restrictions in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. During the year ended December 31, 2025, the Bank paid $900.0 million in dividends to the Company. At December 31, 2025, there was $634.6 million of retained earnings available for the payment of dividends by the Bank to the Company. On January 28, 2026, the Bank was approved to pay the Company $300.0 million in dividends in the first quarter of 2026. The quarterly cash dividend to common stockholders remained at $0.40 per common share throughout 2025. On January 28, 2026, it was announced that the Company’s Board had declared a quarterly cash dividend of $0.40 per share on Webster common stock. For the Series F Preferred Stock and Series G Preferred Stock, quarterly cash dividends of $328.125 per share and $16.25 per share, respectively, were declared. The Company continues to monitor economic forecasts, anticipated earnings, and its capital position in the determination of its dividend payments. In accordance with the Transaction Agreement with Banco Santander, quarterly cash dividends on Webster common stock, the Series F Preferred Stock, and the Series G Preferred Stock may not exceed $0.40 per share, $328.125 per share, and $16.25 per share, respectively, without prior written consent from Banco Santander. The Company maintains a common stock repurchase program, which was approved by the Board, that permits management to repurchase shares of its common stock in open market or private transactions, through block trades, and pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the SEC, subject to the availability and trading price of stock, general market conditions, alternative uses for capital, regulatory considerations, and the Company’s financial performance. On April 30, 2025, the Board increased management’s authority to repurchase shares of Webster common stock under the repurchase program by $700.0 million. During the year ended December 31, 2025, the Company repurchased 10,933,584 shares under the repurchase program at a weighted-average price of $54.30 per share, totaling $593.7 million. At December 31, 2025, the Company’s remaining purchase authority was $334.3 million. In accordance with the Transaction Agreement with Banco Santander, the Company paused repurchases under its stock repurchase program through the completion of the Transaction. In addition, the Company will periodically acquire common shares outside of the repurchase program related to employee stock compensation plan activity. During the year ended December 31, 2025, the Company repurchased 402,502 shares at a weighted-average price of $56.55 per share, totaling $22.8 million, for this purpose. Webster Bank Liquidity. The Bank’s primary source of funding is its core deposits. Including time deposits, the Bank had a loan to total deposit ratio of 82.3% and 81.1% at December 31, 2025, and 2024, respectively. The Bank is required by OCC regulations to maintain a sufficient level of liquidity to ensure safe and sound operations. The adequacy of liquidity, as assessed by the OCC, depends on factors such as overall asset and liability structure, market conditions, competition, and the nature of the institution’s deposit and loan customers. At December 31, 2025, the Bank exceeded all regulatory liquidity requirements. The Company has designed a detailed contingency plan in order to respond to any liquidity concerns in a prompt and comprehensive manner, including early detection of potential problems and corrective action to address liquidity stress scenarios. 60 Table of Contents Capital Requirements. The Company and the Bank are subject to various regulatory capital requirements administered by the federal bank regulatory agencies. Failure to meet minimum capital requirements can initiate certain mandatory actions by regulators that could have a direct material effect on the Company’s Consolidated Financial Statements. Under capital adequacy guidelines and/or the regulatory framework for prompt corrective action (applies to the Bank only), both the Company and the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated pursuant to regulatory directives. Capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the Company and the Bank to maintain minimum ratios of CET1 Risk-Based Capital, Tier 1 Risk-Based Capital, Total Risk-Based Capital, and Tier 1 Leverage Capital, as defined in the regulations. The following table presents the minimum ratios required as of December 31, 2025, and 2024: Adequately Capitalized Well Capitalized CET1 Risk-Based Capital 4.5  % 6.5  % Tier 1 Risk-Based Capital 6.0  8.0  Total Risk-Based Capital 8.0  10.0  Tier 1 Leverage Ratio 4.0  5.0  At December 31, 2025, and 2024, both the Company and the Bank were classified as “well-capitalized.” Management believes that no events or changes have occurred subsequent to year-end and through the date of this Annual Report on Form 10-K that would change this designation. The Company’s and the Bank’s capital ratios, which exceeded minimum regulatory requirements, were as follows: December 31, 2025 (1) 2024 (1) (Dollars in thousands) Capital/Assets Ratio Capital/Assets Ratio Webster Financial Corporation CET1 Risk-Based Capital $ 6,441,440  11.20  % $ 6,318,876  11.54  % Tier 1 Risk-Based Capital 6,725,419  11.69  6,602,855  12.06  Total Risk-Based Capital 7,861,688  13.67  7,800,717  14.24  Tier 1 Leverage Ratio 6,725,419  8.33  6,602,855  8.70  Risk-weighted assets 57,511,986  54,767,609  Webster Bank CET1 Risk-Based Capital $ 7,007,352  12.19  % $ 6,847,474  12.53  % Tier 1 Risk-Based Capital 7,007,352  12.19  6,847,474  12.53  Total Risk-Based Capital 7,720,373  13.43  7,512,143  13.74  Tier 1 Leverage Ratio 7,007,352  8.69  6,847,474  9.04  Risk-weighted assets 57,474,351  54,667,360  (1)In accordance with regulatory capital rules, the Company elected to delay the estimated impact of the adoption of CECL on its regulatory capital over a two-year deferral period, which ended on January 1, 2022, and a subsequent three-year transition period, which ended on December 31, 2024. During the three-year transition period, regulatory capital ratios phased out the aggregate amount of the regulatory capital benefit provided from the delayed CECL adoption in the initial two years. For 2024, the Company was allowed 25%, of the regulatory capital benefit as of December 31, 2021. Full absorption occurred in 2025. Additional information regarding the required regulatory capital levels and ratios applicable to the Company and the Bank can be found within Note 13: Regulatory Capital and Restrictions in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. 61 Table of Contents Sources and Uses of Funds Sources of Funds. Deposits are the primary source of cash flows for the Bank’s lending activities and general operational needs. Loan and securities repayments, proceeds from sales of loans and securities held for sale, and maturities also provide cash flows. While scheduled loan and securities repayments are a relatively stable source of funds, prepayments and other deposit inflows are influenced by economic conditions and prevailing interest rates, the timing of which are inherently uncertain. Additional sources of funds are provided by both short-term and long-term borrowings, and to a lesser extent, dividends received as part of the Bank’s membership with the FHLB of Boston and FRB of New York. Deposits. The Bank offers a wide variety of checking and savings deposit products designed to meet the transactional and investment needs of its consumer and business customers. The Bank’s deposit services include, but are not limited to, ATM and debit card use, direct deposit, ACH payments, mobile banking, internet-based banking, banking by mail, account transfers, and overdraft protection, among others. The Bank manages the flow of funds in its deposit accounts and interest rates consistent with FDIC regulations. The Bank’s Consumer and Digital Pricing Committee and its Commercial and Institutional Liability and Loan Pricing Committee both meet regularly to determine pricing and marketing initiatives. In addition, the Bank may use brokered certificates of deposit as a funding source, which are managed based on established limits set by the ALCO. Total deposits were $68.8 billion and $64.8 billion at December 31, 2025, and 2024, respectively. The $4.0 billion net increase in total deposits was primarily due an increase in money market deposits, particularly from interSYNC, which contributed to $2.0 billion of the change. The Company also experienced increases across all other deposit categories, except for savings and non-interest-bearing demand deposits. The following table summarizes daily average balances of deposits by type and the weighted-average rates paid thereon: Years ended December 31, 2025 2024 2023 (Dollars in thousands) Average Balance Average Rate Average Balance Average Rate Average Balance Average Rate Non-interest-bearing: Demand $ 10,227,051  —  % $ 10,387,807  —  % $ 11,596,949  —  % Interest-bearing: Checking 10,158,941  1.75  9,555,367  1.89  8,845,284  1.48  Health savings accounts 9,177,995  0.16  8,650,485  0.15  8,249,332  0.15  Money market 22,161,593  3.47  19,354,659  4.05  15,769,533  3.61  Savings 7,217,900  1.65  6,879,935  1.54  7,259,640  0.78  Certificates of deposit 6,094,856  3.50  5,896,230  4.30  4,534,008  3.34  Brokered certificates of deposit 1,653,423  4.33  1,701,382  5.25  1,997,602  5.07  Total interest-bearing 56,464,708  2.42  52,038,058  2.74  46,655,399  2.19  Total average deposits $ 66,691,759  2.05  % $ 62,425,865  2.29  % $ 58,252,348  1.75  % Uninsured deposits represent the portion of deposit accounts in U.S. offices that exceed the FDIC insurance limit or similar state deposit insurance regimes, and amounts in any other uninsured investment or deposit accounts that are classified as deposits and not subject to any federal or state deposit insurance regimes. The Company calculates its uninsured deposit balances based on the methodologies and assumptions used for regulatory reporting requirements, which includes an estimated portion and affiliate deposits. At December 31, 2025, and 2024, total uninsured deposits as per regulatory reporting requirements and reported on Schedule RC-O of the Bank’s Call Report were $23.8 billion and $22.6 billion, respectively. The following table summarizes additional uninsured deposits information after certain exclusions: (Dollars in thousands) December 31, 2025 Uninsured deposits, per regulatory reporting requirements $ 23,795,358  Less: Affiliate deposits (3,944,472)  Collateralized deposits (4,539,073) Uninsured deposits, after exclusions $ 15,311,813  Immediately available liquidity (1) $ 27,260,769  Uninsured deposits coverage 178.0  % (1)Reflects $7.9 billion and $17.3 billion of additional borrowing capacity from the FHLB of Boston and the FRB of New York, respectively, and $2.0 billion of interest-bearing deposits held at the FRB of New York. 62 Table of Contents Uninsured deposits, after adjusting for affiliate deposits and collateralized deposits, represented 22.3% of total deposits at December 31, 2025. Management believes that this presentation provides a more accurate view of deposits at risk given that affiliate deposits are not customer-facing, and therefore are eliminated upon consolidation, and collateralized deposits are secured by other means. As of the date of this Annual Report on Form 10-K, the Company’s uninsured deposits as a percentage of total deposits, adjusted for affiliate deposits and collateralized deposits, is consistent with the percentage reported at December 31, 2025. The following table summarizes the portion of U.S. time deposits in excess of the FDIC insurance limit and time deposits otherwise uninsured by contractual maturity: (In thousands) December 31, 2025 Portion of U.S. time deposits in excess of insurance limit $ 578,376 Time deposits otherwise uninsured with a maturity of: 3 months or less $ 321,774 Over 3 months through 6 months 194,438 Over 6 months through 12 months 61,731 Over 12 months 433 Additional information regarding period-end deposit balances and rates can be found within Note 9: Deposits in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. Borrowings. The Bank’s primary borrowing sources include securities sold under agreements to repurchase, federal funds purchased, FHLB advances, and long-term debt. Total borrowings were $4.3 billion and $3.4 billion at December 31, 2025, and 2024, respectively, and represented 5.1% and 4.3% of total assets, respectively. The $1.0 billion increase is primarily due increases of $0.9 billion in FHLB advances and $0.3 billion in securities sold under agreements to repurchase, partially offset by a decrease of $0.2 billion in long-term debt. Securities sold under agreements to repurchase are generally a form of short-term funding for the Bank in which it sells securities to counterparties with an agreement to buy them back in the future at a fixed price. Securities sold under agreements to repurchase totaled $0.6 billion and $0.3 billion at December 31, 2025, and December 31, 2024, respectively. The $0.3 billion increase is primarily due to a change in short-term funding mix. The Bank may also purchase term and overnight federal funds to meet its short-term liquidity needs. There were no federal funds purchased at December 31, 2025, and 2024. FHLB advances are not only utilized as a source of funding, but also for interest rate risk management purposes. FHLB advances totaled $3.0 billion and $2.1 billion at December 31, 2025, and 2024, respectively. The $0.9 billion increase is primarily due to a change in short-term funding mix. Long-term debt consists of senior notes maturing in 2029, subordinated notes maturing in 2035, and junior subordinated notes maturing in 2033. Long-term debt totaled $0.7 billion and $0.9 billion at December 31, 2025, and 2024, respectively. The $0.2 billion decrease is primarily due to the repayment during the fourth quarter of 2025 of the subordinated notes due on November 1, 2030, and the subordinated notes due on December 30, 2029, partially offset by the issuance in the third quarter of 2025 of the subordinated notes due on September 11, 2035. The Bank had additional borrowing capacity from the FHLB of Boston and FRB of New York of $7.9 billion and $17.3 billion, respectively, at December 31, 2025. Unencumbered investment securities of $1.0 billion at December 31, 2025, could have been used for collateral on borrowings or to increase borrowing capacity by either $0.8 billion with the FHLB of Boston or $0.9 billion with the FRB of New York. The following table summarizes daily average balances of borrowings by type and the weighted-average rates paid thereon: Years ended December 31, 2025 2024 2023 (Dollars in thousands) Average Balance Average Rate Average Balance Average Rate Average Balance Average Rate Securities sold under agreements to repurchase $ 167,269  1.97  % $ 142,025  0.77  % $ 210,676  0.58  % Federal funds purchased —  —  54,303  5.55  167,495  4.70  FHLB advances 2,508,404  4.43  2,296,048  5.46  4,275,394  5.21  Long-term debt 951,555  4.56  903,603  3.57  1,027,869  3.69  Total average borrowings $ 3,627,228  4.35  % $ 3,395,979  4.76  % $ 5,681,434  4.74  % Additional information regarding period-end borrowings balances and rates can be found within Note 10: Borrowings in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. 63 Table of Contents Federal Home Loan Bank and Federal Reserve Bank Stock. The Bank is a member of the FHLB System, which consists of 11 district FHLBs, each of which is subject to the supervision and regulation of the Federal Housing Finance Agency. An activity-based capital stock investment in a FHLB is required in order for the Bank to maintain its membership and access advances and other extensions of credit for sources of funds and liquidity purposes. The FHLB capital stock investment is restricted as there is no market for it, and it can only be redeemed by the applicable FHLB. The Bank held FHLB of Boston capital stock of $125.2 million and $91.7 million at December 31, 2025, and 2024, respectively. During the year ended December 31, 2025, the Bank received $7.4 million in dividends from the FHLB of Boston. The most recent FHLB quarterly cash dividend in 2025 was paid on November 4, 2025, in an amount equal to an annual yield of 7.39%. The Bank is also required to hold FRB stock equal to 6% of its capital and surplus, of which 50% is paid. The remaining 50% is subject to call when deemed necessary by the Federal Reserve. Similar to FHLB stock, the FRB capital stock investment is restricted as there is no market for it, and it can only be redeemed by the applicable FRB. The Bank held FRB of New York capital stock of $231.2 million and $229.6 million at December 31, 2025, and 2024, respectively. During the year ended December 31, 2025, the Bank received $9.9 million in dividends from the FRB of New York. The most recent FRB semi-annual cash dividend in 2025 was paid on December 31, 2025, in an amount equal to an annual yield of 4.18%. Uses of Funds. The Company enters into various contractual obligations in the normal course of business that require future cash payments and that could impact its short-term and long-term liquidity and capital resource needs. The following table summarizes significant fixed and determinable contractual obligations at December 31, 2025. The actual timing and amounts of future cash payments may differ from the amounts presented. Based on the Company’s current liquidity position, it is expected that our sources of funds will be sufficient to fulfill these obligations when they come due. Payments Due by Period (1) (In thousands) 2026 2027 2028 2029 2030 Thereafter Total Senior notes $ —  $ —  $ —  $ 300,000  $ —  $ —  $ 300,000  Subordinated notes —  —  —  —  —  350,000  350,000  Junior subordinated debt —  —  —  —  —  77,320  77,320  FHLB advances 2,970,000  201  201  615  3,669  6,032  2,980,718  Securities sold under agreements to repurchase 596,738  —  —  —  —  —  596,738  Time deposits 8,464,468  45,728  20,414  15,797  23,664  247  8,570,318  Operating lease liabilities 36,360  37,005  35,087  30,784  24,235  75,419  238,890  Royalty liabilities 1,000  1,000  1,000  1,000  1,000  3,949  8,949  Total contractual obligations $ 12,068,566  $ 83,934  $ 56,702  $ 348,196  $ 52,568  $ 512,967  $ 13,122,933  (1)Interest payments on borrowings and obligations arising from agreements to purchases goods or receive services have been excluded. The Company enters into commitments to invest in venture capital and private equity funds and tax credit structures to assist the Bank in meeting its responsibilities under the CRA. The total unfunded commitment for these alternative investments was $764.2 million at December 31, 2025. However, the timing of capital calls cannot be reasonably estimated, and depending on the nature of the contract, the entirety of the capital committed by the Company may not be called. Pension obligations are funded by the Company, as needed, to provide for participant benefit payments as it relates to the Company’s frozen, non-contributory, qualified defined benefit pension plan. Decisions to contribute to the defined benefit pension plan are made based upon pension funding requirements under the Pension Protection Act, the maximum amount deductible under the Internal Revenue Code, the actual performance of plan assets, and trends in the regulatory environment. The Company was not required to contribute to the defined benefit pension plan in 2025, nor does it currently anticipate that it will be required to contribute in 2026. The Company’s non-qualified supplemental executive retirement plans and other post-employment benefit plans are unfunded. Expected future net benefit payments related to the Company’s defined benefit pension and other postretirement benefit plans included $13.0 million in less than one year, $27.5 million in one to three years, $28.4 million in three to five years, and $72.0 million after five years. In connection with the completion of a multi-family securitization in 2024, the Company assumed an obligation to reimburse, or guarantee, losses incurred by the multi-family securitization trusts of up to 12% of the aggregate UPB of the loans at the time of sale. Essentially, this obligation represents a first credit loss enhancement provided by the Company. Based on the credit quality of the multi-family loans, among other factors, the Company estimated the amount of its reimbursement obligation to be $3.3 million at December 31, 2025. The Company has not yet been required to make any guarantee payments to Freddie Mac. However, in the event that value of the assets in the multi-family securitization trusts significantly declined, the Company’s maximum exposure to loss could be $36.4 million. 64 Table of Contents In connection with the SecureSave acquisition completed in December 2025, the Company recorded contingent consideration at fair value related to one earn‑out agreement. The earn‑out is based on total program deposits measured as of three future measurement dates, with a payment due only if total program deposits exceed the program deposit threshold and, if so, (i) equal to total program deposits multiplied by the applicable earn-out rate for the measurement dates on December 31, 2026, and December 31, 2027, and (ii) equal to the total program deposits in excess of the program deposit threshold multiplied by the earn-out rate for the measurement date on December 31, 2028. The contingent consideration is payable in cash up to an aggregate maximum of $35.0 million. In connection with the formation of the joint venture with Marathon Asset Management, the Company and Marathon Asset Management have agreed to collectively make a capital contribution to a certain investment fund formed in connection with the joint venture (the “Fund”) for an amount equal to the lesser of $20 million or 2% of total capital commitments from limited partners to the Fund. At its discretion, the Company may contribute amounts exceeding this commitment, up to BHC Act limitations (less than 25% of the Fund’s total equity interests and less than 5% of its voting equity interests). At December 31, 2025, the Company’s Consolidated Balance Sheet reflects a liability for uncertain tax positions of $10.4 million and $5.3 million of accrued interest and penalties, respectively. The ultimate timing and amount of any related future cash settlements cannot be predicted with reasonable certainty. In the normal course of business, the Company offers financial instruments with off-balance sheet risk to meet the financing needs of its customers. These transactions include commitments to extend credit and commercial and standby letters of credit, which involve, to a varying degree, elements of credit risk. Since many of these commitments are expected to expire unused or be only partially funded, the total commitment amount of $13.2 billion at December 31, 2025, does not necessarily reflect future cash payments. In November 2023, the FDIC issued a final rule implementing a special assessment for certain banks to recover losses to the DIF associated with protecting uninsured depositors of Silicon Valley Bank and Signature Bank upon their failure in March 2023. At December 31, 2025, the Company’s remaining accrual for its estimated special assessment charge was $5.9 million, which will be collected over the one remaining quarterly assessment period. The FDIC retains the right to cease collection early, extend the special assessment collection period, and impose shortfall special assessments if actual losses exceed the amounts collected. The Company continues to monitor the estimated loss attributable to the protection of uninsured depositors at Silicon Valley Bank and Signature Bank, which could impact the amount of its accrued liability. Additional information regarding the obligations discussed above can be found within the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data, specifically, Note 2: Business Developments for the multi-family securitization; Note 8: Income Taxes for income taxes; Note 14: Variable Interest Entities for alternative investments and the joint venture with Marathon Asset Management; Note 17: Fair Value Measurements for the SecureSave contingent consideration; Note 18: Retirement Benefit Plans for defined benefit pension and other postretirement benefit plans; and Note 22: Commitments and Contingencies for credit-related financial instruments and the FDIC special assessment. 65 Table of Contents Asset/Liability Management and Market Risk An effective asset/liability management process must balance the risks and rewards from both short-term and long-term interest rate risk when determining the Company’s strategy and action. To facilitate this process, interest rate sensitivity is monitored on an ongoing basis by the Company’s ALCO, whose primary goal is to manage interest rate risk and maximize net income and net economic value over time in changing interest rate environments. Limits for earnings at risk are set for parallel ramps in interest rates over a 12-month period of up and down 100, 200, and 300 basis points, and for interest rate curve twist shocks of up and down 50 and 100 basis points. Limits for net economic value, referred to as equity at risk, are set for parallel shocks in interest rates of up and down 100, 200, and 300 basis points. The ALCO also regularly reviews earnings at risk scenarios for non-parallel changes in interest rates, as well as longer-term earnings at risk for up to four years in the future. Management measures interest rate risk using simulation analysis and asset/liability modeling software to calculate the Company’s earnings at risk and equity at risk. Key assumptions relate to the behavior of interest rates and spreads, prepayment speeds, and the run-off of deposits. From these simulations, interest rate risk is quantified, and appropriate strategies are formulated and implemented. Deposit beta is defined as the change in deposit rate for interest-bearing and non-interest-bearing deposits due to changes in market rates (increase or decrease). The model assumes a deposit beta by each product. The deposit beta for each product is a function of prior rate cycle, prior deposit beta, current rate cycle expectation, level of competition, and line of business input. Earnings at risk is defined as the change in net interest income due to changes in interest rates. Essentially, interest rates are assumed to change up or down in a parallel fashion, and the net interest income results in each scenario are compared to a flat rate base scenario. The flat rate base scenario holds the end of period yield curve constant over a 12-month forecast horizon. The earnings at risk simulation analysis incorporates assumptions about balance sheet changes (i.e., product mix, growth, and loan and deposit pricing). Overall, it is a measure of short-term interest rate risk. At December 31, 2025, and 2024, the flat rate base scenario assumed a federal funds rate of 3.75% and 4.50%, respectively. The federal funds rate target range was 3.50-3.75% at December 31, 2025, and 4.25-4.50% at December 31, 2024. Equity at risk is defined as the change in the net economic value of financial assets and financial liabilities due to changes in interest rates compared to a base net economic value. Equity at risk analyzes sensitivity in the present value of cash flows over the expected life of existing financial assets, financial liabilities, and off-balance sheet financial instruments. It is a measure of the long-term interest rate risk to future earnings’ streams embedded in the current balance sheet. The Bank regularly evaluates rate exposure over long-term using equity at risk. The Bank deploys various techniques to a yield curve shocks, static balance sheet, basis risks, and options risks. The level of uncertainty around key assumption increases with time, which may limit its effectiveness. Asset sensitivity is defined as earnings or net economic value increasing when interest rates rise and decreasing when interest rates fall, as compared to a base scenario. In other words, financial assets are more sensitive to changing interest rates than liabilities, and therefore, re-price faster. Likewise, liability sensitivity is defined as earnings or net economic value decreasing when interest rates rise and increasing when interest rates fall, as compared to a base scenario. Key assumptions underlying the present value of cash flows include the behavior of interest rates and spreads, asset prepayment speeds, and attrition rates on deposits. Cash flow projections from the model are compared to market expectations for similar collateral types and adjusted based on experience with the Bank’s own portfolio. The model’s valuation results are compared to observable market prices for similar instruments whenever possible. The behavior of deposit and loan customers is studied using historical time series analysis to model future customer behavior under varying interest rate environments. The equity at risk simulation process uses multiple interest rate paths generated by an arbitrage-free trinomial lattice term structure model. The base case rate scenario, against which all others are compared, currently uses the month-end SOFR/swap yield curve as a starting point to derive forward rates for future months. Using interest rate swap option volatilities as inputs, the model creates multiple rate paths for this scenario with forward rates as the mean. In shock scenarios, the starting yield curve is shocked up or down in a parallel fashion. Future rate paths are then constructed in a similar manner to the base case scenario. Cash flows for all financial instruments are generated using product specific prepayment models and account specific system data for properties such as maturity date, amortization type, coupon rate, repricing frequency, and repricing date. The asset/liability simulation software is enhanced with a mortgage prepayment model and a collateralized mortgage obligation database. Financial instruments with explicit options (i.e., caps, floors, puts, and calls) and implicit options (i.e., prepayment and early withdrawal abilities) require such modeling approach to quantify value and risk more accurately. On the asset side, risk is impacted the most by residential mortgage loans and mortgage-backed securities, which can typically prepay at any time without penalty and may have embedded caps and floors. In the loan portfolio, floors are a benefit to interest income in low interest rate environments. Floating-rate loans at floors pay a higher interest rate than a loan at a fully indexed rate without a floor, as with a floor, there is a limit on how low the interest rate can fall. As market rates rise, however, the interest rate paid on these loans does not rise until the fully indexed rate rises through the contractual floor. 66 Table of Contents On the liability side, there is a large concentration of customers with indeterminate maturity deposits who have options to add or withdraw funds from their accounts at any time. Implicit floors on deposits, based on historical data, are modeled. The Bank also has the option to change the interest rate paid on these deposits at any time. Four main tools are used for managing interest rate risk: •the size, duration, and credit risk of the investment portfolio; •the size and duration of the wholesale funding portfolio; •interest rate contracts; and •the pricing and structure of loans and deposits. The ALCO meets frequently to make decisions on the investment and funding portfolios based on the economic outlook, its interest rate expectations, the risk position, and other factors. The ALCO delegates pricing and product design responsibilities to individuals and sub-committees, but continuously monitors and influences their actions on a regular basis. Various interest rate contracts, including futures, options, swaps, caps, and floors, can be used to manage interest rate risk. These contracts involve, to varying degrees, levels of credit risk and interest rate risk. The notional amount of the derivative instrument, or the amount from which interest and other payments are derived, is not exchanged, and therefore, should not be used as a measure of credit risk. In addition, certain derivative instruments are used by the Bank to manage the risk of loss associated with its mortgage banking activities. Generally, prior to closing and funds disbursement, an interest-rate lock commitment is extended to the borrower. During this time, the Bank is subject to the risk that market interest rates may change, which could impact pricing on loan sales. In an effort to mitigate this risk, the Bank establishes forward delivery sales commitments, thereby setting the sales price. The Company will also hold futures, options, and forward foreign currency exchange contracts to minimize the price volatility of certain financial assets and financial liabilities. Changes in the market value of these derivative positions are recognized in earnings. Additional information regarding derivatives can be found within Note 16: Derivative Financial Instruments in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. The following table summarizes the estimated impact that gradual parallel changes in interest rates of up and down 100, 200, and 300 basis points might have on the Company’s net interest income over a 12-month period starting at December 31, 2025, and 2024, as compared to actual net interest income and assuming no changes in interest rates: -300bp -200bp -100bp +100bp +200bp +300bp December 31, 2025 (0.9)% (0.6)% (0.2)% 0.2% 0.2% 0.1% December 31, 2024 (1.6)% (0.6)% —% 0.4% 0.6% 0.8% Asset sensitivity in terms of net interest income decreased at December 31, 2025, as compared to at December 31, 2024, primarily due to an increase in fixed-rate assets, including investment securities and residential loans, and increased client hedging activities. The following table summarizes the estimated impact that yield curve twists or immediate non-parallel changes in interest rates of up and down 50 and 100 basis points might have on the Company’s net interest income over a 12-month period starting at December 31, 2025, and 2024: Short End of the Yield Curve Long End of the Yield Curve -100bp -50bp +50bp +100bp -100bp -50bp +50bp +100bp December 31, 2025 1.3% 0.6% (0.5)% (1.1)% (2.3)% (1.1)% 1.0% 1.9% December 31, 2024 2.1% 1.0% (0.7)% (1.6)% (2.2)% (1.0)% 1.0% 1.9% These non-parallel scenarios are modeled with the short end of the yield curve moving up or down 50 and 100 basis points, while the long end of the yield curve remains unchanged, and vice versa. The short end of the yield curve is defined as terms less than eighteen months, and the long end of the yield curve is defined as terms greater than eighteen months. The results reflect the annualized impact of immediate interest rate changes. Sensitivity to the short end of the yield curve for net interest income decreased at December 31, 2025, as compared to at December 31, 2024, primarily due to an increase in our interest-bearing deposits (cash balance) and floating-rate loans. Sensitivity to the long end of the yield curve generally remained stable from December 31, 2024, to December 31, 2025. 67 Table of Contents The following table summarizes the estimated economic value of financial assets, financial liabilities, and off-balance sheet financial instruments and the corresponding estimated change in economic value if interest rates were to instantaneously increase or decrease by 100 basis points at December 31, 2025, and 2024: Estimated Economic Value Estimated Economic Value Change (Dollars in thousands) -300bp -200bp -100bp +100bp +200bp +300bp December 31, 2025 Assets $ 79,584,542  $ 4,528,862 $ 3,372,921 $ 2,097,645 $ (2,285,952) $ (3,966,009) $ (5,499,807) Liabilities 67,085,524  7,166,552 4,486,746 2,095,930 (1,891,143) (3,444,959) (4,918,786) Net $ 12,499,018  $ (2,637,690) $ (1,113,825) $ 1,715 $ (394,809) $ (521,050) $ (581,021) Net change as % base net economic value (21.1) % (8.9) % —  % (3.2) % (4.2) % (4.6) % December 31, 2024 Assets $ 73,921,262  $ 4,850,915 $ 3,590,907 $ 2,180,555 $ (2,223,719) $ (3,830,057) $ (5,294,750) Liabilities 60,952,551  7,059,329 4,443,645 2,089,770 (1,813,843) (3,398,762) (4,795,161) Net $ 12,968,711  $ (2,208,414) $ (852,738) $ 90,785 $ (409,876) $ (431,295) $ (499,589) Net change as % base net economic value (17.0) % (6.6) % 0.7  % (3.2) % (3.3) % (3.9) % Changes in economic value can best be described through duration, which is a measure of the price sensitivity of financial assets and financial liabilities due to changes in interest rates. For fixed-rate financial instruments, it can be thought of as the weighted-average expected time to receive future cash flows, whereas for floating-rate financial instruments, it can be thought of as the weighted-average expected time until the next rate reset. Overall, the longer the duration, the greater the price sensitivity due to changes in interest rates. Generally, increases in interest rates reduce the economic value of fixed-rate financial assets as future discounted cash flows are worth less at higher interest rates. In a rising interest rate environment, the economic value of financial liabilities decreases for the same reason. A reduction in the economic value of financial liabilities is a benefit to the Company. Floating-rate financial instruments may have durations as short as one day, and therefore, may have very little price sensitivity due to changes in interest rates. Duration gap represents the difference between the duration of financial assets and financial liabilities. A duration gap at or near zero would imply that the balance sheet is matched, and therefore, would exhibit no change in estimated economic value for changes in interest rates. At December 31, 2025, and 2024, the Company’s duration gap was zero. These earnings and net economic value estimates are subject to factors that could cause actual results to differ, and also assume that management does not take any additional action to mitigate any positive or negative effects from changing interest rates. Management believes that the Company’s interest rate risk position at December 31, 2025, represents a reasonable level of risk given the current interest rate outlook. Management continues to monitor interest rates and other relevant factors given recent market volatility and is prepared to take additional action, as necessary. 68 Table of Contents Critical Accounting Estimates The preparation of the Company’s Consolidated Financial Statements, and accompanying notes thereto, in accordance with GAAP and practices generally applicable to the financial services industry, requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the disclosure of contingent assets and liabilities. While management’s estimates are made based on historical experience, current available information, and other factors that are deemed to be relevant, actual results could significantly differ from those estimates. Accounting estimates are necessary in the application of certain accounting policies and can be susceptible to significant change in the near term. Critical accounting estimates are those estimates made in accordance with GAAP that involve a significant level of estimation uncertainty and have had, or are reasonably likely to have, a material impact on the Company’s financial condition or results of operations. Management has identified that the Company’s most critical accounting estimates are those related to the ACL on loans and leases and business combinations accounting policies. These accounting policies and their underlying estimates are discussed directly with the Audit Committee of the Board. Allowance for Credit Losses on Loans and Leases The ACL on loans and leases is a reserve established through a provision for credit losses charged to expense, which represents management’s best estimate of expected lifetime credit losses within the Company’s loan and lease portfolios at the balance sheet date. The calculation of expected credit losses is determined using predictive methods and models that follow a PD, LGD, EAD, or loss rate framework, and include consideration of past events, current conditions, macroeconomic variables (i.e., unemployment, gross domestic product, property values, and interest rate spreads), and reasonable and supportable economic forecasts that affect the collectability of the reported amounts. Changes to the ACL on loans and leases, and therefore, to the related provision for credit losses, can materially affect financial results. The determination of the appropriate level of ACL on loans and leases inherently involves a high degree of subjectivity and requires the Company to make significant estimates of current credit risks and trends using existing qualitative and quantitative information, and reasonable and supportable forecasts of future economic conditions, all of which may undergo frequent and material changes. Changes in economic conditions affecting borrowers and macroeconomic variables that the Company is more susceptible to, unforeseen events such as natural disasters and pandemics, along with new information regarding existing loans, identification of additional problem loans, the fair value of underlying collateral, and other factors, both within and outside the Company’s control, may indicate the need for an increase or decrease in the ACL on loans and leases. The Company’s ACL on loans and leases is sensitive to changes in forecasted macroeconomic conditions during the reasonable and supportable forecast period. The Company performs sensitivity analyses using probability weighted scenarios to quantify the impact on the ACL resulting from hypothetical changes in key macroeconomic variable inputs to the CECL models, including, but not limited to, gross domestic product, the unemployment rate, and property values. As of December 31, 2025, the results of this sensitivity analysis indicated that, by applying a 100% weighting to a 90th percentile downside scenario (meaning that there is a 90% probability that the economy will perform better and a 10% probability that it will perform worse) the Company’s ACL on loans and leases would increase by approximately $91.3 million, or 12.7%. This does not represent management’s expectations of changes in our estimate of expected credit losses or in the macroeconomic environment. The downside scenario used is characterized by an economic recession beginning in the first quarter of 2026 and lasting through the third quarter of 2026 and assumes that from the fourth quarter of 2025 through the third quarter of 2026, real gross domestic product declines cumulatively by approximately 2.6%; unemployment begins to increase significantly sharply in the first quarter of 2026, peaking at approximately 8.4% in the first quarter of 2027; and house prices drop approximately 12.3% over the course of 2026. Executive management reviews and advises on the adequacy of the ACL on loans and leases on a quarterly basis. Although the overall balance is determined based on specific portfolio segments and individually assessed assets, the entire balance is available to absorb credit losses for any of the loan and lease portfolios. Additional information regarding the determination of the ACL on loans and leases, including the Company’s valuation methodology, can be found in Part II under the section captioned “Allowance for Credit Losses on Loans and Leases” contained elsewhere in this Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, and within Note 1: Summary of Significant Accounting Policies in the Notes to Consolidated Financial Statements contained in Item 8. Financial Statements and Supplementary Data. Business Combinations The acquisition method of accounting generally requires that the identifiable assets acquired and liabilities assumed in business combinations are recorded at fair value as of the acquisition date. The determination of fair value often involves the use of internal or third-party valuation techniques, such as discounted cash flow analyses. Particularly, the valuation techniques used to estimate the fair value of the core deposit intangible asset acquired in the Ametros acquisition included estimates related to discount rates, client attrition rates, an alternative cost of funds, and other relevant factors, which are inherently subjective. A description of the valuation methodologies used to estimate the fair values of the significant assets acquired and liabilities assumed in the Ametros acquisition can be found within Note 2: Business Developments in the Notes to Consolidated Financial Statements contained in Part II - Item 8. Financial Statements and Supplementary Data. 69 Table of Contents