ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/ (ZION)

CIK: 0000109380. SIC: 6021 National Commercial Banks. Latest 10-K as of: 2026-02-24.

SIC breadcrumb: Finance, Insurance, And Real Estate > Depository Institutions > SIC 6021 National Commercial Banks

SEC company page: https://www.sec.gov/edgar/browse/?CIK=109380. Latest filing source: 0000109380-26-000046.

Selected Fundamentals

Metric	Value	Unit	FY	Filed
Revenue	4,184,000,000	USD	2025	2026-02-24
Net income	899,000,000	USD	2025	2026-02-24
Assets	88,990,000,000	USD	2025	2026-02-24

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-02-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000109380.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Metric	2012	2013	2016	2017	2018	2019	2020	2021	2022	2023	2024	2025
Revenue			1,954,000,000	2,192,000,000	2,481,000,000	2,683,000,000	2,368,000,000	2,267,000,000	2,705,000,000	3,947,000,000	4,293,000,000	4,184,000,000
Net income	349,516,000	263,791,000			884,000,000	816,000,000	539,000,000	1,129,000,000	907,000,000	680,000,000	784,000,000	899,000,000
Diluted EPS			1.99	2.60	4.08	4.16	3.02	6.79	5.79	4.35	4.95	6.01
Assets			63,239,000,000	66,288,000,000	68,746,000,000	69,172,000,000	81,479,000,000	93,200,000,000	89,545,000,000	87,203,000,000	88,775,000,000	88,990,000,000
Liabilities			55,605,000,000	58,609,000,000	61,168,000,000	61,819,000,000	73,593,000,000	85,737,000,000	84,652,000,000	81,512,000,000	82,651,000,000	81,810,000,000
Stockholders' equity		6,464,563,000		7,679,000,000	7,578,000,000	7,353,000,000	7,886,000,000	7,463,000,000	4,893,000,000	5,691,000,000	6,124,000,000	7,180,000,000
Net margin					35.63%	30.41%	22.76%	49.80%	33.53%	17.23%	18.26%	21.49%

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-05-07. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000109380.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			1.29	reported discrete quarter
2022-Q3	2022-09-30			1.40	reported discrete quarter
2023-Q1	2023-03-31			1.33	reported discrete quarter
2023-Q2	2023-06-30	977,000,000	175,000,000	1.11	reported discrete quarter
2023-Q3	2023-09-30	1,010,000,000	175,000,000	1.13	reported discrete quarter
2023-Q4	2023-12-31	1,040,000,000	126,000,000		derived Q4 = FY annual - nine-month YTD
2024-Q1	2024-03-31	1,054,000,000	153,000,000	0.96	reported discrete quarter
2024-Q2	2024-06-30	1,073,000,000	201,000,000	1.28	reported discrete quarter
2024-Q3	2024-09-30	1,104,000,000	214,000,000	1.37	reported discrete quarter
2024-Q4	2024-12-31	1,062,000,000	216,000,000		derived Q4 = FY annual - nine-month YTD
2025-Q1	2025-03-31	1,028,000,000	170,000,000	1.13	reported discrete quarter
2025-Q2	2025-06-30	1,051,000,000	244,000,000	1.63	reported discrete quarter
2025-Q3	2025-09-30	1,064,000,000	222,000,000	1.48	reported discrete quarter
2025-Q4	2025-12-31	1,041,000,000	263,000,000		derived Q4 = FY annual - nine-month YTD
2026-Q1	2026-03-31	996,000,000	233,000,000	1.56	reported discrete quarter

Quarterly Charts

Macro Cross-References

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

Latest quarter (10-Q)

Latest 10-Q source: 0000109380-26-000083.

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

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING INFORMATION

This quarterly report contains “forward-looking statements” as defined under the Private Securities Litigation Reform Act of 1995. These statements reflect management’s current expectations and assumptions regarding future events and outcomes. However, they are inherently subject to known and unknown risks, uncertainties, and other factors that could cause actual results, performance, achievements, industry developments, or regulatory outcomes to differ materially from those expressed or implied. Forward-looking statements may include, among others:

•Statements concerning the beliefs, plans, objectives, goals, targets, commitments, designs, guidelines, expectations, anticipations, and future financial condition, operating results, and performance of Zions Bancorporation, National Association, and its subsidiaries (collectively “Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”); and

•Statements preceded or followed by, or that include, terminology such as “may,” “might,” “can,” “continue,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “forecast,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “project,” “will,” or similar words and expressions, including their negative forms.

Forward-looking statements are not guarantees and should not be relied upon as representing management’s views as of any subsequent date. Actual results and outcomes may differ materially from those presented. Although the following list is not comprehensive, key factors that may cause material differences include:

•The quality and composition of our loan portfolio, investment securities, and deposits;

•Changes in general industry, political, and economic conditions, including increases in the national debt, elevated or persistent inflation, economic slowdowns or recessions, and other macroeconomic challenges; changes in interest rates or reference rates, which could negatively impact our revenues and expenses, the valuation and performance of our assets and liabilities, and the availability and cost of capital and liquidity;

•Political developments, including government shutdowns and other significant disruptions and changes in the funding, size, scope, and effectiveness of the government and its agencies and services;

•The effects of newly enacted and proposed regulations affecting us and the banking industry, as well as changes and uncertainties in the interpretation, enforcement, and applicability of laws and fiscal, monetary, regulatory, trade, and tax policies;

•Actions taken by governments, agencies, central banks, and similar organizations, including those that result in decreases in revenue, increases in regulatory bank fees, insurance assessments, and capital standards; and other regulatory requirements;

•Evolving trade policies and disputes, including proposed and implemented tariffs, and the resulting economic uncertainty that may adversely affect supply chains, operating costs, and revenues for both us and our customers;

•Judicial, regulatory, and administrative inquiries, investigations, examinations or proceedings and the outcomes thereof that create uncertainty for, or are adverse to, us or the banking industry;

•Changes in our credit ratings;

•The growing presence of credit unions, financial technology companies (“fintechs”), and other emerging competitors within the financial services industry, including in the markets in which we operate;

•Our ability to innovate and address competitive pressures and other factors that may affect aspects of our business, such as pricing, the relevance of and demand for our products and services, and our ability to recruit and retain talent;

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•The potential for both positive and disruptive impacts of emerging technologies, including stablecoins and other digital currencies, tokenized deposits, blockchain, artificial intelligence (“AI”), quantum computing, and related innovations affecting both us and the banking industry;

•Our ability to complete projects and initiatives and execute our strategic plans, manage our risks, control compensation and other expenses, and achieve our business objectives;

•Our ability to develop and maintain technology and information security systems, along with effective controls designed to guard against fraud, cybersecurity, and privacy risks and related incidents, particularly given the accelerating pace at which threat actors are developing and deploying increasingly sophisticated and targeted tactics against the financial services industry;

•The occurrence of fraud, theft, or other forms of misconduct perpetrated by external parties, including customers and business partners, or by our own employees;

•Our ability to provide adequate oversight of our suppliers to help us prevent or mitigate effects upon us and our customers of inadequate performance, systems failures, or cyber and other incidents by, or affecting, third parties upon whom we rely for the delivery of various products and services;

•The effects of wars, geopolitical conflicts, and other local, national, or international disasters, crises, or conflicts that may occur in the future;

•Natural disasters, pandemics, wildfires, catastrophic events, and other emergencies and incidents, and their impact on our operations, our customers’ business, and the communities we serve, including the increasing difficulty and expense of obtaining property, auto, business, and other insurance products;

•Diverging and evolving policy, legal, regulatory, and political developments—combined with differing stakeholder perspectives related to governance, environmental, and social matters—may subject us to conflicting requirements and expectations;

•Volatility in securities and capital markets behavior, including changes in market liquidity and our ability to access funding or raise capital on favorable terms;

•The possibility that our recorded goodwill could become impaired, which may have an adverse impact on our earnings and shareholders’ equity;

•The impact of bank closures or adverse developments at other banks on general investor sentiment regarding the stability and liquidity of banks;

•Adverse news and other expressions of negative public opinion—whether directed at us, other financial institutions, the banking industry, or the broader market—that may adversely affect our reputation and the industry more broadly.

Factors that could cause actual results or outcomes to differ materially from those expressed or implied in forward-looking statements are described in our 2025 Form 10-K and subsequent filings with the Securities and Exchange Commission (“SEC”), available at www.zionsbancorporation.com and www.sec.gov.

We caution against placing undue reliance on forward-looking statements, as they reflect our views only as of the date they are issued. Except as required by law, we expressly disclaim any obligation to update any factors or publicly announce revisions to forward-looking statements to reflect future events or developments.

RESULTS OF OPERATIONS

Comparisons noted below are calculated for the current quarter versus the same prior year period, unless otherwise specified. Growth rates of 100% or more are considered not meaningful (“NM”) as they typically reflect a low starting point.

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First Quarter 2026 Financial Performance

Net Earnings Applicable to Common Shareholders

(in millions)

Diluted EPS

Adjusted PPNR

(in millions) 1

Efficiency Ratio 1

1 For information on non-GAAP financial measures, see page 37.

Executive Summary

Our financial performance in the first quarter of 2026 demonstrated strong year-over-year growth in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $1.56 from $1.13 in the first quarter of 2025, driven by higher net interest income and noninterest income, along with a lower provision for credit losses. These favorable factors were partially offset by higher noninterest expense. The efficiency ratio improved to 65.0% from 66.6% in the prior year quarter, reflecting positive operating leverage. The efficiency ratio was 62.3% in the prior quarter, primarily due to higher seasonal compensation costs.

•Net interest income increased $38 million, or 6%, compared with the prior year period, largely reflecting lower funding costs. This increase was further supported by an improved mix of average interest-earning assets, driven by growth in higher-yielding loans and a reduction in lower-yielding investment securities and money market investments. As a result, the net interest margin increased to 3.27%, up from 3.10%. The net interest margin declined from 3.31% in the prior quarter, mainly due to lower earning asset yields and a decrease in average demand deposits.

◦Average interest-earning assets increased $399 million, or less than 1%, primarily due to an increase in average loans and leases. This increase was partially offset by declines in average investment securities and average money market investments.

◦Average interest-bearing liabilities declined $2.7 billion, or 5%, largely due to decreases in average interest-bearing deposits and average borrowed funds, partially offset by an increase in average long-term debt, driven by recent issuances of senior notes.

•The provision for credit losses was negative $7 million, compared with positive $18 million in the prior year period, primarily due to lower reserves associated with commercial real estate (“CRE”) portfolio-specific risks.

•Customer-related noninterest income increased $14 million, or 9%, reflecting broad-based growth across multiple revenue streams, primarily driven by higher loan-related fees and income, as well as growth in retail and business banking fees and commercial account fees.

•Noncustomer-related noninterest income increased $2 million, or 15%, mainly due to valuation adjustments on servicing rights and gains on the sale of fixed assets, partially offset by lower securities gains.

•Noninterest expense increased $24 million, or 4%, primarily due to higher incentive compensation accruals reflecting improved profitability, as well as increased base salaries and employee benefits costs. Additional

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increases in professional and legal services and in technology, telecom, and information processing expenses were partially offset by a decline in deposit insurance and regulatory expense.

•Total loans and leases increased $1.4 billion, or 2%, primarily driven by growth in the commercial and industrial loan portfolio and the consumer home equity credit line (“HECL”) portfolio.

◦Net loan and lease charge-offs totaled $4 million, or 0.03% of average loans and leases annualized, compared with $16 million, or 0.11%, in the prior year quarter.

◦Nonperforming assets totaled $292 million, or 0.48% of total loans and leases and other real estate owned, compared with $307 million, or 0.51%. The decrease was primarily attributable to improvement in the commercial and industrial loan portfolio. Classified loans totaled $2.3 billion, or 3.80% of total loans and leases, compared with $2.9 billion, or 4.82%, in the prior year quarter.

•Total deposits increased $1.2 billion, or 2%. Noninterest-bearing demand deposits increased primarily reflecting the migration of a consumer interest-bearing product into a new noninterest-bearing offering. This increase was partially offset by a decline in interest-bearing deposits, largely driven by a reduction in brokered deposits. Customer deposits, excluding brokered deposits, totaled $73.1 billion, compared wi

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

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2026-02-24. Report date: 2025-12-31.

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

Key Corporate Objectives

Our strategic objective is to achieve balanced growth in customers, pre‑tax net income, and shareholder returns. We provide a wide range of business products and related services to a broad customer base, which helps create balance, diversify risks, and support the communities we serve. While all business lines play an important role in generating long‑term value, our strategy is centered on five key growth areas: commercial banking, small business banking, capital markets, wealth management, and consumer banking.

These growth areas are supported by six strategic enablers that guide effective execution across the organization:

1.People and Empowerment — We prioritize employee development by investing in training programs and providing our teams with the tools and resources necessary to enhance their capabilities.

2.Technology — We invest in innovative technologies to improve operational efficiency and enable us to remain competitive.

3.Marketing — We implement targeted marketing strategies to strengthen our local brands, attract new clients, deepen existing relationships, and enhance overall customer engagement.

4.Operational Excellence — We invest in and support ongoing improvements to safely and securely deliver value to our customers.

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5.Risk Management — We apply disciplined risk management practices to promote prudent decision-making and maintain appropriate oversight.

6.Data and Analytics — We invest in relevant enterprise data and analytic tools to enable informed decision-making and support localized execution.

We allocate resources to achieve our growth and profitability objectives by delivering high‑quality products and services and by strengthening our customer relationships. Serving as a trusted advisor and supporting customers’ operational needs contributes to relatively stable deposits and ongoing relationship growth.

Key strategic initiatives focus on supporting commercial customer growth, expanding small business lending, enhancing capital markets capabilities, broadening access to wealth management services, and strengthening consumer deposit relationships. Collectively, these initiatives are critical to sustaining long-term growth and stability.

As previously described, we operate through seven separately managed affiliate banks supported by an enterprise‑level “Other” segment. This organizational model is central to achieving our strategic objectives by enabling local decision‑making and strong customer focus at the affiliate level, while maintaining disciplined governance, risk management, capital allocation, and shared technology and operations at the enterprise level.

RESULTS OF OPERATIONS

Our Financial Performance

This section, along with other sections of this report, presents information regarding our 2025 financial performance, compared with the prior year. For more information about our 2024 results compared with 2023, see the relevant sections of MD&A included in our 2024 Form 10-K. Growth rates equal to or exceeding 100% are designated as not meaningful (“NM”), as they typically result from a low base period.

Net Earnings Applicable to Common Shareholders

(in millions)

Diluted EPS

Adjusted PPNR

(in millions) 1

Efficiency ratio1

1 For information on non-GAAP financial measures, see page 84.

Our financial performance in 2025 reflected solid growth compared with the prior year, with notable increases in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $6.01, up 21% from $4.95 in 2024, driven by higher net interest income and noninterest income, partially offset by increased noninterest expense. The efficiency ratio improved to 62.6%, compared with 64.2% in the prior year, reflecting positive operating leverage as adjusted taxable-equivalent revenue outpaced adjusted noninterest expense.

•Net interest income increased $197 million, or 8%, compared with the prior year period. This growth was primarily driven by lower funding costs and favorable shifts in the composition of average interest-earning assets. As a result, the net interest margin (“NIM”) improved to 3.21%, compared with 3.00%.

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◦Average interest-earning assets increased $689 million, or 1%, primarily due to an increase in average loans and leases. This growth was partially offset by declines in average securities and average money market investments.

◦Average interest-bearing liabilities increased $178 million, or less than 1%, due to an increase in both average borrowed funds and average interest-bearing deposits.

•The provision for credit losses remained flat at $72 million in both 2025 and 2024.

•Customer-related noninterest income increased $23 million, or 4%, primarily driven by higher retail and business banking fees, capital markets fees and income, and loan-related fees and income. Excluding the impact of net credit valuation adjustment (“CVA”), customer-related noninterest income increased $32 million, or 5%, benefiting from increased capital markets customer swap fee revenue and investment banking advisory fees.

•Noncustomer-related noninterest income increased $35 million, or 57%, mainly due to an increase in net securities gains, largely resulting from valuation adjustments within our Small Business Investment Company (“SBIC”) investment portfolio.

•Noninterest expense increased $92 million, or 4%. primarily due to higher salaries and employee benefits, along with increases in other noninterest expenses, marketing and business development costs, and technology, telecom, and information processing expenses. The increase in marketing and business development expense was largely due to a $15 million contribution to our charitable foundation, which will fund donations over the next three years that otherwise would have been nondeductible under recent tax law changes effective January 1, 2026. These increases were partially offset by lower deposit insurance and regulatory expenses.

•Total loans and leases increased $1.5 billion, or 3%, primarily due to growth in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios.

◦Net loan and lease charge-offs totaled $89 million, or 0.15% of average loans and leases, compared with $60 million, or 0.10%, in 2024. The increase was primarily driven by a $50 million loss associated with two related commercial loans during the third quarter of 2025.

◦Nonperforming assets totaled $320 million, or 0.52% of total loans and leases and other real estate owned (“OREO”), compared with $298 million, or 0.50% in 2024. Nonperforming assets remained primarily concentrated in the commercial and industrial, term CRE, and consumer 1-4 family residential loan portfolios. Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, compared with $2.9 billion, or 4.83% in the prior year.

•Total deposits decreased $579 million, or 1%. Interest-bearing deposits declined primarily due to a reduction in brokered deposits. This decline was partially offset by an increase in noninterest-bearing demand deposits, largely resulting from the migration of a consumer interest-bearing product into a new noninterest-bearing offering. Customer deposits, excluding brokered deposits, totaled $71.8 billion, compared with $71.2 billion in the prior year.

•Total borrowed funds decreased $206 million, or 4%, compared with the prior year. This decline was primarily driven by a reduction in short-term advances from the FHLB, partially offset by the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes during the third quarter of 2025.

The following schedule presents additional selected financial highlights:

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SELECTED FINANCIAL HIGHLIGHTS

(Dollar amounts in millions, except per share amounts)

2025/2024

Change

2025

2024

2023

For the Year

Net interest income

8 

%

$

2,627

$

2,430

$

2,438

Noninterest income

8 

%

758

700

677

Total net revenue

8 

%

3,385

3,130

3,115

Provision for credit losses

— 

%

72

72

132

Noninterest expense

4 

%

2,138

2,046

2,097

Pre-provision net revenue 1

15 

%

1,293

1,129

1,059

Adjusted pre-provision net revenue 1

12 

%

1,266

1,131

1,170

Net income

15 

%

899

784

680

Net earnings applicable to common shareholders

21 

%

895

737

648

Per Common Share

Net earnings – diluted

21 

%

6.01

4.95

4.35

Tangible book value at year-end 1

21 

%

40.79

33.85

28.30

Market price – end

8 

%

58.54

54.25

43.87

Market price – high

(4)

%

60.77

63.22

55.20

Market price – low

4 

%

39.32

37.76

18.26

At Year-End

Assets

— 

%

88,990

88,775

87,203

Loans and leases, net of unearned income and fees

3 

%

60,917

59,410

57,779

Deposits

(1)

%

75,644

76,223

74,961

Common equity

17 

%

7,114

6,058

5,251

Performance Ratios

Return on average assets

1.00%

0.88%

0.77%

Return on average common equity

13.7%

13.1%

13.4%

Return on average tangible common equity 1

16.6%

16.2%

17.3%

Net interest margin

3.21%

3.00%

3.02%

Net charge-offs to average loans and leases

0.15%

0.10%

0.06%

Total allowance for credit losses to loans and leases outstanding

1.19%

1.25%

1.26%

Capital Ratios at Year-End

Common equity Tier 1 capital

11.5%

10.9%

10.3%

Tier 1 leverage

9.0%

8.3%

8.3%

Tangible common equity 1

6.9%

5.7%

4.9%

Other Selected Information

Weighted average diluted common shares outstanding

(in thousands)

— 

%

147,157

147,215

147,756

Bank common shares repurchased (in thousands)

(16)

%

747

890

947

Dividends declared

6 

%

$

1.76

$

1.66

$

1.64

Common dividend payout ratio 2

29.4%

33.6%

37.8%

Capital distributed as a percentage of net earnings applicable to common shareholders 3

34%

38%

46%

Efficiency ratio 1, 4

62.6%

64.2%

62.9%

1 See “Non-GAAP Financial Measures” on page 84 for more information.

2 The common dividend payout ratio is calculated by dividing the total common dividends paid by the net earnings applicable to common shareholders.

3 This ratio is calculated by adding common dividends paid and share repurchases for the year, then dividing the total by net earnings applicable to common shareholders.

4 Excluding the $15 million charitable contribution, the efficiency ratio for 2025 would have been 62.2%.

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Net Interest Income and Net Interest Margin

Net interest income, which is the difference between interest earned on interest-earning assets and interest paid on interest-bearing liabilities, accounted for 78% of our net revenue (the sum of net interest income and noninterest income) in both 2025 and 2024. The NIM is calculated as net interest income as a percentage of average interest-earning assets.

NET INTEREST INCOME AND NET INTEREST MARGIN

Amount change

Percent change

Amount change

Percent change

(Dollar amounts in millions)

2025

2024

2023

Interest and fees on loans 1

$

3,501

$

(13)

— 

%

$

3,514

$

318 

10 

%

$

3,196

Interest on money market investments

186

(44)

(19)

230

42 

22 

188

Interest on securities

497

(52)

(9)

549

(14)

(2)

563

Total interest income

4,184

(109)

(3)

4,293

346 

9 

3,947

Interest on deposits

1,250

(290)

(19)

1,540

477 

45 

1,063

Interest on short- and long-term borrowings

307

(16)

(5)

323

(123)

(28)

446

Total interest expense

1,557

(306)

(16)

1,863

354 

23 

1,509

Net interest income

$

2,627

$

197 

8 

$

2,430

$

(8)

— 

$

2,438

Average interest-earning assets

$

83,153

$

689 

1 

$

82,464

$

480 

1 

$

81,984

Average interest-bearing liabilities

56,239

178 

— 

56,061

4,185 

8 

51,876

bps

bps

Net interest margin 2

3.21 

%

21 

3.00 

%

(2)

3.02 

%

1 Includes interest income recoveries of $10 million, $6 million, and $4 million for the respective years presented.

2 Taxable-equivalent rates used where applicable.

Net interest income increased $197 million, or 8%, relative to the same prior year period, primarily due to lower funding costs. The increase was further supported by a favorable shift in the composition of average interest-earning assets, reflecting growth in higher-yielding loans and a decline in lower-yielding securities and money market investments. As a result, the net interest margin improved to 3.21% in 2025, compared with 3.00% in 2024.

The following chart presents the changes in yields on average interest-earning assets:

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The yield on average interest-earning assets, net of hedging activity, declined 17 basis points (“bps”) in 2025, compared with the prior year, reflecting lower interest rates. The net yield on average loans and leases decreased 22 bps, while the net yield on average securities declined 11 bps. Additionally, the yield on average money market investments decreased 96 bps, as the short-term nature of these assets resulted in quicker repricing in the declining interest rate environment.

The following chart presents the changes in rates paid on average interest-bearing liabilities:

The total cost of deposits decreased 39 bps, and the rate paid on total deposits and interest-bearing liabilities decreased 36 bps in 2025, compared with the prior year, reflecting the lower interest rate environment. The rates paid on interest-bearing deposits and total borrowed funds decreased 59 bps and 34 bps, respectively.

Average interest-earning assets increased $689 million, or 1%, from the prior year, as an increase in average loans and leases was partially offset by decreases in average securities and average money market investments.

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Average loans and leases increased $1.9 billion, or 3%, to $60.4 billion, primarily due to growth in average consumer and commercial loans. Average securities decreased $1.2 billion, or 7%, to $18.4 billion, largely due to principal reductions, net of reinvestments. The continued paydown of lower-yielding securities—consistent with the portfolio runoff that began in 2023—has improved the overall asset mix and contributed to a higher net interest margin.

Average interest-bearing liabilities increased $178 million, or less than 1%, from the prior year. This increase was primarily driven by an increase in average borrowed funds, reflecting an increase in long-term debt, partially offset by declines in short-term borrowings and security repurchase agreements.

Average deposits increased $113 million, or less than 1%, to $74.9 billion. Average interest-bearing deposits increased $52 million, while average noninterest-bearing deposits increased $61 million, representing 34% of total deposits in both 2025 and 2024.

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Average borrowed funds, primarily composed of secured borrowings, increased $126 million, or 2%, to $6.5 billion. This growth was driven by an increase in long-term debt, partially offset by declines in short-term advances from the FRB and security repurchase agreements. The increase in long-term debt reflects the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes in August 2025.

For more information on our investment securities portfolio and borrowed funds, and how we manage liquidity risk, refer to the “Investment Securities Portfolio” section on page 50 and the “Liquidity Risk Management” section on page 75. For further discussion of the effects of market rates on net interest income and how we manage interest rate risk, refer to the “Interest Rate and Market Risk Management” section on page 72.

The following schedule summarizes the average balances, the amount of interest earned or paid, and the applicable yields for interest-earning assets, as well as the cost of interest-bearing liabilities:

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CONSOLIDATED AVERAGE BALANCE SHEETS, YIELDS, AND RATES

Year Ended December 31,

2025

2024

2023

(Dollar amounts in millions)

Average balance

Interest

Yield/

Rate 1

Average balance

Interest

Yield/

Rate 1

Average balance

Interest

Yield/

Rate 1

ASSETS

Money market investments:

Interest-bearing deposits

$

1,671 

$

73 

4.37 

%

$

1,970 

$

106 

5.40 

%

$

2,163 

$

112 

5.18 

%

Federal funds sold and securities purchased under agreements to resell

2,420 

113 

4.70 

2,203 

124 

5.62 

1,358 

76 

5.57 

Total money market investments

4,091 

186 

4.56 

4,173 

230 

5.52 

3,521 

188 

5.33 

Trading securities

114 

5 

4.62 

36 

2 

4.41 

53 

1 

2.86 

Investment securities:

Available-for-sale

9,109 

295 

3.24 

9,621 

332 

3.46 

10,900 

331 

3.03 

Held-to-maturity

9,250 

204 

2.21 

10,017 

224 

2.23 

10,731 

240 

2.24 

Total investment securities

18,359 

499 

2.72 

19,638 

556 

2.83 

21,631 

571 

2.64 

Loans held for sale

168 

10 

NM

70 

4 

NM

39 

2 

NM

Loans and leases: 2

Commercial

31,389 

1,846 

5.88 

30,671 

1,842 

6.01 

30,519 

1,679 

5.50 

Commercial real estate

13,562 

890 

6.55 

13,532 

967 

7.14 

13,023 

908 

6.98 

Consumer

15,470 

794 

5.14 

14,344 

737 

5.14 

13,198 

639 

4.84 

Total loans and leases

60,421 

3,530 

5.84 

58,547 

3,546 

6.06 

56,740 

3,226 

5.69 

Total interest-earning assets

83,153 

4,230 

5.09 

82,464 

4,338 

5.26 

81,984 

3,988 

4.86 

Cash and due from banks

715 

714 

662 

Allowance for credit losses on loans and debt securities

(687)

(689)

(632)

Goodwill and intangibles

1,084 

1,055 

1,062 

Other assets

5,289 

5,279 

5,579 

Total assets

$

89,554 

$

88,823 

$

88,655 

LIABILITIES AND SHAREHOLDERS’ EQUITY

Interest-bearing deposits:

Savings and money market

$

39,253 

$

842 

2.14 

$

38,796 

$

1,022 

2.63 

$

34,135 

$

650 

1.90 

Time

10,493 

408 

3.89 

10,898 

518 

4.75 

9,028 

413 

4.58 

Total interest-bearing deposits

49,746 

1,250 

2.51 

49,694 

1,540 

3.10 

43,163 

1,063 

2.46 

Borrowed funds:

Federal funds purchased and security repurchase agreements

1,117 

47 

4.28 

1,309 

68 

5.19 

3,380 

169 

4.98 

Other short-term borrowings

4,223 

188 

4.46 

4,458 

218 

4.90 

4,741 

241 

5.08 

Long-term debt

1,153 

72 

6.16 

600 

37 

6.07 

592 

36 

6.09 

Total borrowed funds

6,493 

307 

4.73 

6,367 

323 

5.07 

8,713 

446 

5.11 

Total interest-bearing liabilities

56,239 

1,557 

2.77 

56,061 

1,863 

3.32 

51,876 

1,509 

2.91 

Noninterest-bearing demand deposits

25,127 

25,066 

29,703 

Other liabilities

1,592 

1,643 

1,797 

Total liabilities

82,958 

82,770 

83,376 

Shareholders’ equity:

Preferred equity

66 

423 

440 

Common equity

6,530 

5,630 

4,839 

Total shareholders’ equity

6,596 

6,053 

5,279 

Total liabilities and shareholders’ equity

$

89,554 

$

88,823 

$

88,655 

Spread on average interest-bearing funds

2.32 

%

1.94 

%

1.95 

%

Impact of net noninterest-bearing sources of funds

0.89 

%

1.06 

%

1.07 

%

Net interest margin

$

2,673 

3.21 

%

$

2,475 

3.00 

%

$

2,479 

3.02 

%

Memo: total cost of deposits

$

74,873 

1,250 

1.67 

%

$

74,760 

1,540 

2.06 

%

$

72,866 

1,063 

1.46 

%

Memo: total deposits and interest-bearing liabilities

$

81,366 

1,557 

1.92 

%

$

81,127 

1,863 

2.28 

%

$

81,579 

1,509 

1.87 

%

1 Taxable-equivalent rates used where applicable.

2 Net of unamortized purchase premiums, discounts, and deferred loan fees and costs.

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The following schedule summarizes year-over-year changes in net interest income on a fully taxable-equivalent basis for the periods presented. For yield calculations, average loan balances include the principal amounts of nonaccrual and restructured loans. Interest payments received on nonaccrual loans are not recognized as interest income; instead, they are applied as reductions to the outstanding principal. Additionally, interest on modified loans is generally accrued at the modified rates.

In analyzing changes in taxable-equivalent net interest income attributable to volume and rate, variances are primarily allocated to volume, with the following exceptions: (1) when both volume and rate increase, the variance is allocated proportionately between the two factors, and (2) when the rate increases and volume decreases, the variance is allocated to rate.

ANALYSIS OF CHANGES IN TAXABLE-EQUIVALENT NET INTEREST INCOME

2025 over 2024

2024 over 2023

Changes due to

Total changes

Changes due to

Total changes

(In millions)

Volume

Rate1

Volume

Rate1

INTEREST-EARNING ASSETS

Money market investments:

Interest-bearing deposits

$

(13)

$

(20)

$

(33)

$

(10)

$

4 

$

(6)

Federal funds sold and securities purchased under agreements to resell

9 

(20)

(11)

48 

— 

48 

Total money market investments

(4)

(40)

(44)

38 

4 

42 

Trading securities

3 

— 

3 

— 

1 

1 

Securities:

Available-for-sale

(17)

(20)

(37)

(39)

40 

1 

Held-to-maturity

(17)

(3)

(20)

(15)

(1)

(16)

Total securities

(34)

(23)

(57)

(54)

39 

(15)

Loans held for sale

10 

(4)

6 

2 

— 

2 

Loans and leases2

Commercial

43 

(39)

4 

8 

155 

163 

Commercial real estate

4 

(81)

(77)

37 

22 

59 

Consumer

57 

— 

57 

57 

41 

98 

Total loans and leases

104 

(120)

(16)

102 

218 

320 

Total interest-earning assets

79 

(187)

(108)

88 

262 

350 

INTEREST-BEARING LIABILITIES

Interest-bearing deposits:

Saving and money market

12 

(192)

(180)

97 

275 

372 

Time

(16)

(94)

(110)

89 

16 

105 

Total interest-bearing deposits

(4)

(286)

(290)

186 

291 

477 

Borrowed funds:

Federal funds purchased and security repurchase agreements

(9)

(12)

(21)

(104)

3 

(101)

Other short-term borrowings

(11)

(19)

(30)

(14)

(9)

(23)

Long-term debt

35 

— 

35 

1 

— 

1 

Total borrowed funds

15 

(31)

(16)

(117)

(6)

(123)

Total interest-bearing liabilities

11 

(317)

(306)

69 

285 

354 

Change in taxable-equivalent net interest income

$

68 

$

130 

$

198 

$

19 

$

(23)

$

(4)

1 Taxable-equivalent rates used where applicable.

2 Net of unearned income and fees, net of related costs. Loans include nonaccrual and modified loans.

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The Allowance and Provision for Credit Losses

The allowance for credit losses (“ACL”) comprises both the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”). The ALLL represents the estimated current expected credit losses related to the loan and lease portfolio as of the balance sheet date. The RULC represents the estimated reserve for current expected credit losses associated with off-balance sheet commitments. Changes in the ALLL and RULC, net of charge-offs and recoveries, are recognized as the provision for loan and lease losses and the provision for unfunded lending commitments, respectively, on the consolidated statement of income. The ACL for debt securities is estimated separately from loans and is included in “Investment securities” on the consolidated balance sheet.

The ACL was $724 million at December 31, 2025, compared with $741 million at December 31, 2024. The decrease in the ACL primarily reflects lower reserves associated with CRE portfolio-specific risks, partially offset by more adverse economic scenarios and increased growth in loans and commitments. The ratio of ACL to total loans and leases was 1.19% at December 31, 2025, compared with 1.25% at December 31, 2024. The following schedule illustrates the primary drivers of changes in the ACL compared with the prior year.

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Our ACL estimate is derived using econometric loss models that incorporate multiple economic scenarios, including optimistic, baseline, and stressed conditions. These scenarios are weighted to determine the overall credit loss estimate, and management may adjust the weightings based on its assessment of current economic conditions and reasonable and supportable forecasts. The schedule above summarizes the key drivers of the year-over-year change in the ACL, reflecting the combined effect of economic forecasts, credit quality trends and portfolio-specific risks, and portfolio composition.

The second bar reflects the impact of changes in economic forecasts and current economic conditions, incorporating management’s judgment in determining the scenario weightings for the current period. These changes resulted in a $58 million increase in the ACL compared with the prior year, primarily driven by the increased weighting assigned to more adverse economic scenarios.

The third bar captures changes in credit quality factors, including risk grade migration, portfolio-specific risks, and specific reserves on loans. Collectively, these factors contributed to a $78 million decrease in the ACL, largely driven by reduced CRE portfolio-specific risks.

The fourth bar represents the effect of changes in the composition of the loan portfolio, including shifts in loan balances and mix, the aging of the portfolio, and other qualitative risk factors. These changes resulted in a $3 million increase in the ACL, primarily driven by $1.5 billion in period-end loan growth, partially offset by changes in the loan portfolio mix.

The provision for credit losses, which includes both the provision for loan and lease losses and the provision for unfunded lending commitments, was $72 million in both 2025 and 2024. The provision for securities losses was less than $1 million during each of those years.

For more information regarding the methodology used to determine the appropriate levels of the ALLL and RULC, see Note 6 of the Notes to Consolidated Financial Statements.

Noninterest Income

Noninterest income is comprised of revenue generated from products and services that typically do not bear an associated interest rate or yield. It is categorized as either customer-related or noncustomer-related. Customer-related noninterest income excludes items such as securities gains and losses, dividends, and insurance-related income.

Noninterest income accounted for 22% of total net revenue (the sum of net interest income and noninterest income) in both 2025 and 2024. In 2025, noninterest income increased $58 million, or 8%, relative to the prior year. The following schedule presents a comparison of the major components of noninterest income:

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NONINTEREST INCOME

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

Commercial account fees

$

185 

$

3 

2 

%

$

182 

$

8 

5 

%

$

174 

Card fees

95 

(1)

(1)

96 

(5)

(5)

101 

Retail and business banking fees

75 

8 

12 

67 

1 

2 

66 

Loan-related fees and income

75 

5 

7 

70 

(9)

(11)

79 

Capital markets fees and income 1

116 

6 

5 

110 

33 

43 

77 

Wealth management fees

57 

(1)

(2)

58 

— 

— 

58 

Other customer-related fees

59 

3 

5 

56 

(5)

(8)

61 

Customer-related noninterest income

662 

23 

4 

639 

23 

4 

616 

Dividends and other income

44 

2 

5 

42 

(15)

(26)

57 

Securities gains (losses), net

52 

33 

NM

19 

15 

NM

4 

Noncustomer-related noninterest income

96 

35 

57 

61 

— 

NM

61 

Total noninterest income

$

758 

$

58 

8 

$

700 

$

23 

3 

$

677 

Adjusted customer-related noninterest income 2

$

671 

$

32 

5 

$

639 

$

19 

3 

$

620 

1 Effective the first quarter of 2025, capital markets fees and income include the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.

2 Net of CVA. For information on non-GAAP financial measures, see page 84.

Customer-related Noninterest Income

Consistent with our key corporate objectives, we prioritize strengthening and expanding both new and existing relationships by delivering high-quality products and services to commercial, small business, and consumer customers, thereby benefiting noninterest income through enhanced service offerings.

Customer-related noninterest income increased $23 million, or 4%, in 2025, compared with the prior year. Key drivers of this growth included:

•Retail and business banking fees increased $8 million, or 12%, mainly due to an increase in overdraft and deposit service fees.

•Capital markets fees increased $6 million, or 5%. Excluding the impact of net CVA, capital markets fees and income increased $15 million, or 14%, benefiting from higher customer swap fee revenue and increased investment banking advisory fees.

•Loan-related fees and income increased $5 million, or 7%, primarily due to increased loan sales activity.

•Commercial account fees increased $3 million or 2%, largely due to an increase in account analysis fees, partially offset by a decrease in merchant fees.

Noncustomer-related Noninterest Income

Noncustomer-related noninterest income increased $35 million, or 57%, in 2025, relative to the prior year. Net securities gains increased $33 million, largely attributable to valuation adjustments within our SBIC investment portfolio.

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Noninterest Expense

The following schedule presents a comparison of the major components of noninterest expense:

NONINTEREST EXPENSE

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

Salaries and employee benefits

$

1,350 

$

63 

5 

%

$

1,287 

$

12 

1 

%

$

1,275 

Technology, telecom, and information processing

276 

16 

6 

260 

20 

8 

240 

Occupancy and equipment, net

166 

5 

3 

161 

1 

1 

160 

Professional and legal services

61 

(3)

(5)

64 

2 

3 

62 

Marketing and business development

64 

19 

42 

45 

(1)

(2)

46 

Deposit insurance and regulatory expense

64 

(27)

(30)

91 

(78)

(46)

169 

Credit-related expense

25 

— 

— 

25 

(1)

(4)

26 

Other real estate expense, net

(2)

(1)

NM

(1)

(1)

NM

— 

Other

134 

20 

18 

114 

(5)

(4)

119 

Total noninterest expense

$

2,138 

$

92 

4 

$

2,046 

$

(51)

(2)

$

2,097 

Adjusted noninterest expense (non-GAAP)

$

2,122 

$

97 

5 

$

2,025 

$

39 

2 

$

1,986 

Noninterest expense increased $92 million, or 4%, in 2025. Salaries and benefits expense accounted for approximately 63% of total noninterest expense in both 2025 and 2024. The following schedule presents the major components of salaries and employee benefits expense:

SALARIES AND EMPLOYEE BENEFITS

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

Salaries and bonuses

$

1,120 

$

59 

6 

%

$

1,061 

$

4 

— 

%

$

1,057 

Employee benefits:

Employee health and insurance

104 

(1)

(1)

105 

5 

5 

100 

Retirement and profit sharing

52 

3 

6 

49 

(2)

(4)

51 

Payroll taxes and other fringe benefits

74 

2 

3 

72 

5 

7 

67 

Total employee benefits

230 

4 

2 

226 

8 

4 

218 

Total salaries and employee benefits

$

1,350 

$

63 

5 

$

1,287 

$

12 

1 

$

1,275 

Full-time equivalent employees at December 31

9,195 

(211)

(2)

9,406 

(273)

(3)

9,679 

Salaries and employee benefits expense increased $63 million, or 5%, primarily due to increased incentive compensation accruals reflecting improved profitability, along with higher base salaries and severance costs. At December 31, 2025, we had 9,195 full-time equivalent employees, representing a decrease of approximately 2% compared with the prior year.

Other drivers impacting total noninterest expense included:

•Other noninterest expense increased $20 million, primarily due to higher subscription costs, success fee accrual adjustments related to SBIC investments, impairment of certain long-lived assets, and legal settlement reserves.

•Marketing and business development expense increased $19 million, largely attributable to a $15 million donation to our charitable foundation, which will be used over the next three years to make charitable donations that otherwise would have been nondeductible as a result of recent tax law changes that became effective on January 1, 2026.

•Technology, telecom, and information processing expense increased $16 million, primarily driven by higher costs associated with application software, licensing, and maintenance.

These increases were partially offset by a $27 million reduction in deposit insurance and regulatory expense, primarily due to updated FDIC special assessment estimates.

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Adjusted noninterest expense increased $97 million, or 5%, primarily due to the same factors noted above. The efficiency ratio improved to 62.6%, compared with 64.2%, reflecting positive operating leverage as adjusted taxable-equivalent revenue outpaced adjusted noninterest expense. Excluding the $15 million charitable contribution, adjusted noninterest expense for 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%. For information on non-GAAP financial measures, see page 84.

Technology Spend

We invest in technology initiatives designed to improve our products and services, increase our operational efficiency, and enable us to remain competitive. We report these investments as technology spend, which includes the following:

•Technology, telecom, and information processing expense — includes current period expenses presented on the consolidated statement of income related to application software licensing and maintenance, telecommunications, and data processing, less related amortization and depreciation of capitalized technology investments;

•Other technology-related expense — includes related noncapitalized salaries and employee benefits, occupancy and equipment, and professional and legal services; and

•Technology investments — includes capitalized technology infrastructure equipment, hardware, and software (both purchased and internally developed).

The following schedule presents the composition of our technology spend:

TECHNOLOGY SPEND

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

Technology, telecom, and information processing expense

$

276 

$

16 

6 

%

$

260 

$

20 

8 

%

$

240 

Less: related non-cash amortization and depreciation

(78)

1 

(1)

(79)

(8)

11 

(71)

Other technology-related expense

253 

2 

1 

251 

19 

8 

232 

Capitalized technology investments

59 

25 

74 

34 

(48)

(59)

82 

Total technology spend

$

510 

$

44 

9 

$

466 

$

(17)

(4)

$

483 

Total technology spend increased $44 million, or 9%, compared with the prior year. This increase was driven by higher capitalized technology investments associated with lending and customer-focused technology initiatives. In addition, technology, telecom, and information processing expense increased, largely reflecting the previously noted increases in application software, licensing, and maintenance costs.

Income Taxes

The following schedule summarizes the income tax expense and effective tax rates for the periods presented:

INCOME TAXES

(Dollar amounts in millions)

2025

2024

2023

Income before income taxes

$

1,175 

$

1,012 

$

886 

Income tax expense

276 

228 

206 

Effective tax rate

23.5 

%

22.5 

%

23.3 

%

The effective tax rate was 23.5%, 22.5%, and 23.3%, for the years ended 2025, 2024, and 2023, respectively. For more information about the factors affecting our effective tax rate, the significant components of our DTAs and DTLs, and unrecognized tax benefits related to uncertain tax positions, see Note 20 of the Notes to Consolidated Financial Statements.

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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES

Preferred Stock Dividends

Preferred stock dividends totaled $4 million in 2025, $41 million in 2024, and $32 million in 2023. The decrease from the prior year was due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024. For further details, see Note 14 of the Notes to Consolidated Financial Statements.

Operating Segment Results

As described under Item 1. Business on page 5, we manage our operations through seven affiliate banks—Zions Bank, CB&T, Amegy, NBAZ, NSB, Vectra, and TCBW—which constitute our primary operating segments. Each affiliate operates in distinct geographic markets under its own local brand and management team. The affiliate banks are supported by an enterprise‑level “Other” segment, which provides governance and risk oversight, capital allocation, strategic objectives, centralized technology infrastructure, back‑office operations, and certain business lines that are not managed through the affiliate structure.

Centrally provided services are allocated to the operating segments based on estimated or actual usage of those services. Capital is allocated according to the risk-weighted assets held by each segment. We utilize an internal funds transfer pricing process to measure segment performance. This methodology is subject to ongoing refinement. For more information regarding operating segment performance, see Note 22 of the Notes to Consolidated Financial Statements.

Selected financial information for each operating segment is presented below. Ratios are calculated using amounts in thousands. All references to domestic deposits by state are based on FDIC deposit market share data for full-service institutions with at least three branches as of June 30, 2025.

Zions Bank

Zions Bank, headquartered in Salt Lake City, Utah, operated 92 branches in Utah, 25 branches in Idaho, and one branch in Wyoming at December 31, 2025. Based on domestic deposit market share in these states, Zions Bank ranked as the second largest full-service commercial bank in Utah and the fifth largest in Idaho. FDIC deposit market share data for Wyoming at June 30, 2025 was not considered meaningful.

ZIONS BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

SELECTED INCOME STATEMENT DATA

Net interest income

$

738

$

46 

7 

%

$

692

$

(6)

(1)

%

$

698

Provision for credit losses

14

22 

NM

(8)

(28)

NM

20

Noninterest income

190

3 

2 

187

(5)

(3)

192

Noninterest expense

570

(1)

— 

571

(11)

(2)

582

Income (loss) before income taxes

344

28 

9 

316

28 

10 

288

SELECTED BALANCE SHEET DATA (at year end)

Loans:

Commercial

8,093

(162)

(2)

8,255

(269)

(3)

8,524

Commercial real estate

2,961

178 

6 

2,783

62 

2 

2,721

Consumer

3,990

170 

4 

3,820

278 

8 

3,542

Total loans

15,044

186 

1 

14,858

71 

— 

14,787

Total deposits

21,155

(169)

(1)

21,324

632 

3 

20,692

CREDIT QUALITY

Net loan and lease charge-offs (recoveries)

$

8 

11 

NM

$

(3)

(22)

NM

$

19 

Ratio of net charge-offs (recoveries) to average loans and leases

0.05 

%

(0.02)

%

0.13 

%

Allowance for credit losses

$

161 

7 

5 

$

154 

(3)

(2)

$

157 

Ratio of allowance for credit losses to net loans and leases, at year end

1.07 

%

1.04 

%

1.10 

%

Nonperforming assets

$

58 

29 

NM

$

29 

3 

12 

$

26 

Ratio of nonperforming assets to net loans and leases and other real estate owned

0.39 

%

0.20 

%

0.18 

%

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ZIONS BANCORPORATION, NATIONAL ASSOCIATION AND SUBSIDIARIES

California Bank & Trust

California Bank & Trust, headquartered in San Diego, California, operated 77 branches across California at December 31, 2025. Based on domestic deposit market share in the state, CB&T ranked as the 13th largest full-service commercial bank in California.

In January 2025, Southern California experienced devastating wildfires. Our credit losses were insignificant, primarily due to adequate insurance coverage and our limited residential credit exposure in the affected areas.

In late March 2025, we purchased four FirstBank Coachella Valley, California branches and their associated deposit and loan accounts. In addition to the four branches, the purchase included approximately $630 million in deposits and $420 million in consumer and commercial loans.

CALIFORNIA BANK AND TRUST SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

SELECTED INCOME STATEMENT DATA

Net interest income

$

647

$

63 

11 

%

$

584

$

(18)

(3)

%

$

602

Provision for credit losses

53

11 

26 

42

(2)

(5)

44

Noninterest income

126

5 

4 

121

5 

4 

116

Noninterest expense

433

30 

7 

403

(8)

(2)

411

Income (loss) before income taxes

287

27 

10 

260

(3)

(1)

263

SELECTED BALANCE SHEET DATA (at year end)

Loans:

Commercial

7,572

277 

4 

7,295

(30)

— 

7,325

Commercial real estate

4,228

(16)

— 

4,244

(98)

(2)

4,342

Consumer

3,641

601 

20 

3,040

530 

21 

2,510

Total loans

15,441

862 

6 

14,579

402 

3 

14,177

Total deposits

15,868

1,339 

9 

14,529

(505)

(3)

15,034

CREDIT QUALITY

Net loan and lease charge-offs (recoveries)

$

58 

15 

35 

$

43 

33 

NM

$

10 

Ratio of net charge-offs (recoveries) to average loans and leases

0.38 

%

0.30 

%

0.07 

%

Allowance for credit losses

$

153 

(14)

(8)

$

167 

5 

3 

$

162 

Ratio of allowance for credit losses to net loans and leases, at year end

1.01 

%

1.17 

%

1.15 

%

Nonperforming assets

$

105 

4 

4 

$

101 

19 

23 

$

82 

Ratio of nonperforming assets to net loans and leases and other real estate owned

0.68 

%

0.69 

%

0.58 

%

Amegy Bank

Amegy Bank, headquartered in Houston, Texas, operated 76 branches across Texas at December 31, 2025. Based on domestic deposit market share in the state, Amegy ranked as the eighth largest full-service commercial bank in Texas.

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AMEGY BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

SELECTED INCOME STATEMENT DATA

Net interest income

$

565

$

69 

14 

%

$

496

$

39 

9 

%

$

457

Provision for credit losses

8

(14)

(64)

22

7 

47 

15

Noninterest income

189

14 

8 

175

(9)

(5)

184

Noninterest expense

465

9 

2 

456

3 

1 

453

Income (loss) before income taxes

281

88 

46 

193

20 

12 

173

SELECTED BALANCE SHEET DATA (at year end)

Loans:

Commercial

8,458

607 

8 

7,851

589 

8 

7,262

Commercial real estate

2,462

24 

1 

2,438

290 

14 

2,148

Consumer

3,545

(40)

(1)

3,585

(2)

— 

3,587

Total loans

14,465

591 

4 

13,874

877 

7 

12,997

Total deposits

15,319

(30)

— 

15,349

(42)

— 

15,391

CREDIT QUALITY

Net loan and lease charge-offs (recoveries)

$

5 

1 

25 

$

4 

(1)

(20)

$

5 

Ratio of net charge-offs (recoveries) to average loans and leases

0.04 

%

0.03 

%

0.04 

%

Allowance for credit losses

$

159 

18 

13 

$

141 

2 

1 

$

139 

Ratio of allowance for credit losses to net loans and leases, at year end

1.12 

%

1.05 

%

1.08 

%

Nonperforming assets

$

58 

(18)

(24)

$

76 

41 

NM

$

35 

Ratio of nonperforming assets to net loans and leases and other real estate owned

0.40 

%

0.55 

%

0.27 

%

National Bank of Arizona

National Bank of Arizona, headquartered in Phoenix, Arizona, operated 56 branches across Arizona at December 31, 2025. Based on domestic deposit market share in the state, NBAZ ranked as the fifth largest full-service commercial bank in Arizona.

NATIONAL BANK OF ARIZONA SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

SELECTED INCOME STATEMENT DATA

Net interest income

$

262

$

17 

7 

%

$

245

$

(4)

(2)

%

$

249

Provision for credit losses

(14)

(31)

NM

17

13 

NM

4

Noninterest income

44

1 

2 

43

3 

8 

40

Noninterest expense

195

(1)

(1)

196

2 

1 

194

Income (loss) before income taxes

125

50 

67 

75

(16)

(18)

91

SELECTED BALANCE SHEET DATA (at year end)

Loans:

Commercial

2,530

34 

1 

2,496

(101)

(4)

2,597

Commercial real estate

1,560

(172)

(10)

1,732

(39)

(2)

1,771

Consumer

1,501

85 

6 

1,416

157 

12 

1,259

Total loans

5,591

(53)

(1)

5,644

17 

— 

5,627

Total deposits

6,968

84 

1 

6,884

39 

1 

6,845

CREDIT QUALITY

Net loan and lease charge-offs (recoveries)

$

3 

2 

NM

$

1 

— 

— 

$

1 

Ratio of net charge-offs (recoveries) to average loans and leases

0.05 

%

0.02 

%

0.02 

%

Allowance for credit losses

$

49 

(24)

(33)

$

73 

19 

35 

$

54 

Ratio of allowance for credit losses to net loans and leases, at year end

0.88 

%

1.28 

%

1.02 

%

Nonperforming assets

$

14 

4 

40 

$

10 

(2)

(17)

$

12 

Ratio of nonperforming assets to net loans and leases and other real estate owned

0.25 

%

0.18 

%

0.21 

%

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Nevada State Bank

Nevada State Bank, headquartered in Las Vegas, Nevada, operated 43 branches across Nevada at December 31, 2025. Based on domestic deposit market share in the state, NSB ranked as the fifth largest full-service commercial bank in Nevada.

NEVADA STATE BANK SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

SELECTED INCOME STATEMENT DATA

Net interest income

$

213

$

16 

8 

%

$

197

$

5 

3 

%

$

192

Provision for credit losses

(2)

9 

82 

(11)

(53)

NM

42

Noninterest income

52

— 

— 

52

7 

16 

45

Noninterest expense

174

(3)

(2)

177

3 

2 

174

Income (loss) before income taxes

93

10 

12 

83

62 

NM

21

SELECTED BALANCE SHEET DATA (at year end)

Loans:

Commercial

1,620

94 

6 

1,526

180 

13 

1,346

Commercial real estate

770

(51)

(6)

821

(30)

(4)

851

Consumer

1,340

7 

1 

1,333

99 

8 

1,234

Total loans

3,730

50 

1 

3,680

249 

7 

3,431

Total deposits

7,236

157 

2 

7,079

(60)

(1)

7,139

CREDIT QUALITY

Net loan and lease charge-offs (recoveries)

$

3 

(4)

(57)

$

7 

4 

NM

$

3 

Ratio of net charge-offs (recoveries) to average loans and leases

0.08 

%

0.20 

%

0.09 

%

Allowance for credit losses

$

46 

(7)

(13)

$

53 

(13)

(20)

$

66 

Ratio of allowance for credit losses to net loans and leases, at year end

1.24 

%

1.49 

%

1.95 

%

Nonperforming assets

$

34 

(8)

(19)

$

42 

(4)

(9)

$

46 

Ratio of nonperforming assets to net loans and leases and other real estate owned

0.91 

%

1.14 

%

1.34 

%

Vectra Bank Colorado

Vectra Bank Colorado, headquartered in Denver, Colorado, operated 33 branches in Colorado and one branch in New Mexico at December 31, 2025. Based on domestic deposit market share in the state, Vectra ranked as the 15th largest full-service commercial bank in Colorado. FDIC deposit market share data for Vectra in New Mexico at June 30, 2025 was not considered meaningful.

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VECTRA BANK COLORADO SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

SELECTED INCOME STATEMENT DATA

Net interest income

$

143

$

(5)

(3)

%

$

148

$

(3)

(2)

%

$

151

Provision for credit losses

9

6 

NM

3

(4)

(57)

7

Noninterest income

36

7 

24 

29

1 

4 

28

Noninterest expense

137

— 

— 

137

(4)

(3)

141

Income (loss) before income taxes

33

(4)

(11)

37

6 

19 

31

SELECTED BALANCE SHEET DATA (at year end)

Loans:

Commercial

1,527

(175)

(10)

1,702

(62)

(4)

1,764

Commercial real estate

692

(100)

(13)

792

(150)

(16)

942

Consumer

1,433

24 

2 

1,409

78 

6 

1,331

Total loans

3,652

(251)

(6)

3,903

(134)

(3)

4,037

Total deposits

3,490

(102)

(3)

3,592

97 

3 

3,495

CREDIT QUALITY

Net loan and lease charge-offs (recoveries)

$

9 

— 

— 

$

9 

7 

NM

$

2 

Ratio of net charge-offs (recoveries) to average loans and leases

0.23 

%

0.22 

%

0.05 

%

Allowance for credit losses

$

40 

(1)

(2)

$

41 

(4)

(9)

$

45 

Ratio of allowance for credit losses to net loans and leases, at year end

1.04 

%

1.01 

%

1.12 

%

Nonperforming assets

$

17 

(12)

(41)

$

29 

13 

81 

$

16 

Ratio of nonperforming assets to net loans and leases and other real estate owned

0.47 

%

0.74 

%

0.40 

%

The Commerce Bank of Washington

The Commerce Bank of Washington, headquartered in Seattle, Washington, operates under the name “The Commerce Bank of Washington” within Washington and as “The Commerce Bank of Oregon” in Portland, Oregon. At December 31, 2025, TCBW operated two branches in Washington and one branch in Oregon. FDIC deposit market share data for TCBW in Washington and Oregon at June 30, 2025 was not considered meaningful.

THE COMMERCE BANK OF WASHINGTON SELECTED FINANCIAL INFORMATION

(Dollar amounts in millions)

2025

Amount change

Percent change

2024

Amount change

Percent change

2023

SELECTED INCOME STATEMENT DATA

Net interest income

$

71

$

8 

13 

%

$

63

$

2 

3 

%

$

61

Provision for credit losses

3

(6)

(67)

9

7 

NM

2

Noninterest income

8

— 

— 

8

1 

14 

7

Noninterest expense

36

3 

9 

33

(2)

(6)

35

Income (loss) before income taxes

40

11 

38 

29

(2)

(6)

31

SELECTED BALANCE SHEET DATA (at year end)

Loans:

Commercial

1,307

88 

7 

1,219

151 

14 

1,068

Commercial real estate

724

56 

8 

668

71 

12 

597

Consumer

67

3 

5 

64

(5)

(7)

69

Total loans

2,098

147 

8 

1,951

217 

13 

1,734

Total deposits

1,042

(132)

(11)

1,174

69 

6 

1,105

CREDIT QUALITY

Net loan and lease charge-offs (recoveries)

$

3 

2 

NM

$

1 

1 

NM

$

— 

Ratio of net charge-offs (recoveries) to average loans and leases

0.15 

%

0.06 

%

— 

%

Allowance for credit losses

$

19 

— 

— 

$

19 

8 

73 

$

11 

Ratio of allowance for credit losses to net loans and leases, at year end

0.95 

%

1.05 

%

0.65 

%

Nonperforming assets

$

30 

24 

NM

$

6 

(2)

(25)

$

8 

Ratio of nonperforming assets to net loans and leases and other real estate owned

1.43 

%

0.31 

%

0.46 

%

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BALANCE SHEET ANALYSIS

Interest-earning Assets

Interest-earning assets—which include loans and leases, investment securities, and money market investments—carry associated interest rates or yields. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding average balances, the associated revenue generated, and the corresponding yields of these assets, see the Average Balance Sheet on page 39.

AVERAGE LOANS AND LEASES, INVESTMENT SECURITIES, AND

MONEY MARKET INVESTMENTS (at December 31)

Investment Securities Portfolio

Investment securities are classified as either available-for-sale (“AFS”) or held-to-maturity (“HTM”), and are primarily used to provide balance sheet liquidity. The portfolio largely consists of securities that can be readily converted to cash or used to generate liquidity through secured borrowing agreements, without the need to sell the securities. Our investment securities portfolio also helps to balance the inherent interest rate mismatch between loans and deposits, thereby helping to preserve the economic value of shareholders’ equity. The estimated deposit duration at December 31, 2025 was assumed to be longer than the loan duration (including swaps). At December 31, 2025, the estimated duration of the investment securities portfolio, which measures price sensitivity to interest rate changes, was 3.8 years, compared with 3.4 years at December 31, 2024, reflecting slower realized prepayment assumptions than previously modeled.

For more information about our borrowing capacity associated with the investment securities portfolio and our approach to managing liquidity risk, refer to the “Liquidity Risk Management” section on page 75.

For more information on fair value measurements and the accounting for our investment securities portfolio, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements.

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INVESTMENT SECURITIES PORTFOLIO

December 31, 2025

December 31, 2024

(In millions)

Par Value

Amortized

cost

Fair

value

Par Value

Amortized

cost

Fair

value

Available-for-sale

U.S. Treasury securities

$

1,500 

$

1,500 

$

1,411 

$

780 

$

781 

$

662 

U.S. Government agencies and corporations:

Agency securities

317 

313 

298 

446 

441 

415 

Agency guaranteed mortgage-backed securities

7,213 

7,207 

6,223 

7,656 

7,713 

6,451 

Small Business Administration loan-backed securities

334 

355 

341 

427 

455 

434 

Municipal securities

884 

953 

909 

1,096 

1,186 

1,108 

Other debt securities

25 

25 

25 

25 

25 

25 

Total available-for-sale

10,273 

10,353 

9,207 

10,430 

10,601 

9,095 

Held-to-maturity

U.S. Government agencies and corporations:

Agency securities

$

137 

$

137 

$

134 

$

148 

$

148 

$

140 

Agency guaranteed mortgage-backed securities

10,008 

8,459 

8,545 

10,983 

9,202 

8,941 

Municipal securities

271 

271 

261 

319 

319 

301 

Total held-to-maturity

10,416 

8,867 

8,940 

11,450 

9,669 

9,382 

Total investment securities

$

20,689 

$

19,220 

$

18,147 

$

21,880 

$

20,270 

$

18,477 

The amortized cost of total investment securities decreased $1.1 billion, or 5%, during 2025, primarily due to principal reductions net of reinvestments. At December 31, 2025, approximately 6% of the portfolio consisted of floating-rate instruments, compared with 7% at December 31, 2024. Additionally, at December 31, 2025, we had active pay-fixed interest rate swaps with an aggregate notional amount of $6.7 billion. These swaps are designated as fair value hedges of fixed-rate AFS securities and effectively convert the fixed interest income on the hedged portion of the securities to a floating rate.

At December 31, 2025, the AFS investment securities portfolio included approximately $80 million in net premium, distributed across various security categories. Taxable-equivalent premium amortization for these investment securities totaled $46 million in 2025, compared with $57 million in 2024.

For more information regarding our investment securities portfolio, swaps, and related unrealized gains and losses, refer to the “Interest Rate Risk Management” section on page 72, the “Capital Management” section on page 80, and Note 5 of the Notes to Consolidated Financial Statements.

Municipal Investments and Extensions of Credit

We support our communities by offering a range of financial products and services to state and local governments (“municipalities”), including deposit services, lending solutions, and investment banking services. Additionally, we invest in securities issued by municipal entities.

Our municipal lending portfolio generally includes obligations that are repaid from, or secured by, the general funds or pledged revenues of municipalities, as well as by real estate or equipment. We also extend credit to private commercial and 501(c)(3) not-for-profit organizations that utilize a pass-through municipal structure to benefit from favorable tax treatment.

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The following schedule presents our total investments and extensions of credit to municipalities:

MUNICIPAL INVESTMENTS AND EXTENSIONS OF CREDIT

December 31,

(In millions)

2025

2024

Loans and leases

$

4,294 

$

4,364 

Unfunded lending commitments

384 

524 

Available-for-sale – municipal securities

909 

1,108 

Held-to-maturity – municipal securities

271 

319 

Trading – municipal securities

64 

35 

Total

$

5,922 

$

6,350 

Our municipal loans and securities are primarily concentrated within our geographic footprint. At December 31, 2025, approximately $2 million of municipal loans and leases were on nonaccrual, compared with $11 million at December 31, 2024. These nonaccrual loans were extended to private commercial entities that utilize a pass-through municipal structure to benefit from favorable tax treatment.

Municipal securities are internally risk-graded, using methodologies aligned with those applied to loans, with grading frameworks tailored to the size and nature of the credit exposure. These internal risk grades—Pass, Special Mention, and Substandard—are consistent with published regulatory risk classifications. At December 31, 2025, all municipal securities were rated as Pass. For additional information about the credit quality of our municipal loans and securities, see Notes 5 and 6 of the Notes to Consolidated Financial Statements.

Loan and Lease Portfolio

We offer a wide range of lending products to commercial customers, primarily small- and medium-sized businesses, as well as other products secured by CRE. Additionally, we provide various retail banking products and services to consumers and small businesses.

The following schedule presents the composition of our loan and lease portfolio:

LOAN AND LEASE PORTFOLIO

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total loans

Amount

% of

total loans

Commercial:

Commercial and industrial

$

17,761 

29.2 

%

$

16,891 

28.4 

%

Owner-occupied

9,274 

15.2 

9,333 

15.7 

Municipal

4,294 

7.0 

4,364 

7.4 

Leasing

367 

0.6 

377 

0.6 

Total commercial

31,696 

52.0 

30,965 

52.1 

Commercial real estate:

Term

11,234 

18.4 

10,703 

18.0 

Construction and land development

2,162 

3.6 

2,774 

4.7 

Total commercial real estate

13,396 

22.0 

13,477 

22.7 

Consumer:

1-4 family residential

10,462 

17.2 

9,939 

16.7 

Home equity credit line

3,950 

6.5 

3,641 

6.1 

Construction and other consumer real estate

782 

1.3 

810 

1.4 

Bankcard and other revolving plans

515 

0.8 

457 

0.8 

Other

116 

0.2 

121 

0.2 

Total consumer

15,825 

26.0 

14,968 

25.2 

Total loans and leases

$

60,917 

100.0 

%

$

59,410 

100.0 

%

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During 2025, the loan and lease portfolio increased $1.5 billion, or 3%, to $60.9 billion. This growth was primarily driven by increases in the commercial and industrial, term CRE, and consumer 1-4 family residential mortgage loan portfolios. The ratio of loans and leases to total assets was 68% at December 31, 2025, compared with 67% at December 31, 2024. Commercial and industrial loans remained the largest loan segment, representing 29% and 28% of total loans for the same respective periods.

The following schedule presents the contractual maturity distribution of our loan and lease portfolio:

LOAN AND LEASE PORTFOLIO BY CONTRACTUAL MATURITY

December 31, 2025

(In millions)

One year or less

One year through five years

Five years through fifteen years

Over fifteen years

Total

Commercial:

Commercial and industrial

$

3,706 

$

12,026 

$

1,977 

$

52 

$

17,761 

Owner-occupied

510 

2,080 

5,307 

1,377 

9,274 

Municipal

417 

673 

2,269 

935 

4,294 

Leasing

34 

225 

108 

— 

367 

Total commercial

4,667 

15,004 

9,661 

2,364 

31,696 

Commercial real estate:

Term

3,690 

5,493 

1,900 

151 

11,234 

Construction and land development

700 

1,396 

38 

28 

2,162 

Total commercial real estate

4,390 

6,889 

1,938 

179 

13,396 

Consumer:

1-4 family residential

6 

20 

167 

10,269 

10,462 

Home equity credit line

1 

5 

46 

3,898 

3,950 

Construction and other consumer real estate

1 

1 

22 

758 

782 

Bankcard and other revolving plans

318 

197 

— 

— 

515 

Other

9 

79 

28 

— 

116 

Total consumer

335 

302 

263 

14,925 

15,825 

Total loans and leases

$

9,392 

$

22,195 

$

11,862 

$

17,468 

$

60,917 

Our loans and leases have either predetermined (fixed) or variable interest rates. The following schedule presents the interest rate composition of our loan and lease portfolio with contractual maturities greater than one year, excluding the impact of any interest rate swaps associated with the portfolio. For more information about our interest rate risk management, see “Interest Rate Risk Management” section on page 72.

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LOAN AND LEASE PORTFOLIO WITH CONTRACTUAL MATURITIES OVER ONE YEAR BY INTEREST RATE TYPE

December 31, 2025

Loans with contractual maturities over one year

(In millions)

Predetermined (fixed) interest rates

Variable interest rates

Total

Commercial:

Commercial and industrial

$

2,006 

$

12,049 

$

14,055 

Owner-occupied

2,814 

5,950 

8,764 

Municipal

2,662 

1,215 

3,877 

Leasing

333 

— 

333 

Total commercial

7,815 

19,214 

27,029 

Commercial real estate:

Term

1,493 

6,051 

7,544 

Construction and land development

13 

1,449 

1,462 

Total commercial real estate

1,506 

7,500 

9,006 

Consumer:

1-4 family residential

1,174 

9,282 

10,456 

Home equity credit line

182 

3,767 

3,949 

Construction and other consumer real estate

— 

781 

781 

Bankcard and other revolving plans

1 

196 

197 

Other

106 

1 

107 

Total consumer

1,463 

14,027 

15,490 

Total loans and leases

$

10,784 

$

40,741 

$

51,525 

Other Noninterest-bearing Investments

Other noninterest-bearing investments consist of equity investments held primarily for capital appreciation, dividends, or to meet certain regulatory requirements. The following schedule presents our related investments.

OTHER NONINTEREST-BEARING INVESTMENTS

December 31,

Amount change

Percent change

(Dollar amounts in millions)

2025

2024

Bank-owned life insurance

$

573 

$

562 

$

11 

2 

%

Federal Home Loan Bank stock

100 

124 

(24)

(19)

Federal Reserve stock

54 

65 

(11)

(17)

Farmer Mac stock

31 

28 

3 

11 

SBIC investments

271 

204 

67 

33 

Other

47 

37 

10 

27 

Total other noninterest-bearing investments

$

1,076 

$

1,020 

$

56 

5 

Other noninterest-bearing investments increased $56 million, or 5%, during 2025, This growth was primarily attributable to higher balances within our SBIC investment portfolio, partially offset by reductions in holdings of FHLB and Federal Reserve stock.

The SBIC investment portfolio increased $67 million, largely driven by new investments and valuation adjustments on related investments. The reduction in FHLB stock resulted from lower FHLB borrowings. To maintain borrowing capacity, we are required to hold FHLB stock equal to approximately 4-5% of our outstanding FHLB borrowings.

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Premises, Equipment, and Software

In July 2024, we successfully completed the final phase of a multi-year project to replace our core loan and deposit banking systems. As a result, we transitioned substantially all commercial, CRE, and non-mortgage consumer loans, as well as deposit accounts, to a modern, integrated core platform.

We continue to invest in additional lending, deposit, and other customer-focused technology initiatives aimed at further modernizing our systems, improving customer experiences, and enhancing operational performance. For additional information about our premises, equipment, and software, see Note 9 of the Notes to Consolidated Financial Statements.

The following schedule summarizes the capitalized costs associated with the core system replacement project, which are amortized using a useful life of ten years:

CAPITALIZED COSTS ASSOCIATED WITH THE CORE SYSTEM REPLACEMENT PROJECT

December 31, 2025

(In millions)

Phase 1

Phase 2

Phase 3

Total

Total amount of capitalized costs, less accumulated amortization

$

8 

$

27 

$

186 

$

221 

End of scheduled amortization period

Q2 2027

Q1 2029

Q2 2033

Deposits

Deposits are our primary funding source. The following schedule presents the composition of our deposit portfolio:

DEPOSIT PORTFOLIO

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total

deposits

Amount

% of

total

deposits

Deposits by type

Noninterest-bearing demand

$

25,823 

34.1 

%

$

24,704 

32.4 

%

Interest-bearing:

Savings and money market

39,914 

52.8 

40,037 

52.5 

Time

6,070 

8.0 

6,448 

8.5 

Brokered

3,837 

5.1 

5,034 

6.6 

Total interest-bearing

49,821 

65.9 

%

51,519 

67.6 

%

Total deposits

$

75,644 

100.0 

%

$

76,223 

100.0 

%

Deposit-related metrics

Estimated amount of insured deposits

$

41,228 

55 

%

$

41,836 

55 

%

Estimated amount of uninsured deposits

34,416 

45 

%

34,387 

45 

%

Estimated amount of collateralized deposits 1

$

3,212 

4 

%

$

3,199 

4 

%

Loan-to-deposit ratio

81%

78%

1 Includes both insured and uninsured deposits.

Total deposits declined $579 million, or 1%, in 2025. Interest-bearing deposits decreased $1.7 billion, primarily due to a reduction in brokered deposits. This decline was partially offset by a $1.1 billion increase in noninterest-bearing demand deposits, mainly driven by the migration of a consumer interest-bearing product into a new noninterest-bearing offering. At December 31, 2025, customer deposits (excluding brokered deposits) totaled $71.8 billion, compared with $71.2 billion at December 31, 2024. These balances included approximately $6.8 billion and $7.0 billion of reciprocal deposits, respectively.

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At December 31, 2025, the total estimated amount of uninsured deposits was $34.4 billion, or 45% of total deposits, compared with $34.4 billion, or 45%, at December 31, 2024. Our loan-to-deposit ratio was 81%, compared with 78% for the same respective periods. For more information on liquidity, including the ratio of available liquidity to uninsured deposits, see “Liquidity Risk Management” on page 75.

RISK MANAGEMENT

As outlined in Item 1A. Risk Factors on page 14, we are exposed to a broad range of risks. Oversight of these risks is allocated across various management committees, with the Enterprise Risk Management Committee serving as the primary coordinating body. To address these risks, we employ comprehensive risk management practices designed to promote prudent risk-taking and effective oversight. Risk management is embedded in our operations and functions as a critical driver of overall performance, closely aligned with our key strategic objectives.

Our Risk Management Framework is structured around a three-lines-of-defense model, with clearly defined responsibilities for each line:

1.The first line of defense represents business units and functions engaged in revenue generation, expense management, operational support, and technology services. These groups are directly accountable for identifying, owning, and managing the risks inherent in their activities.

2.The second line of defense represents independent risk management and compliance functions responsible for assessing and overseeing risk-related activities across the organization.

3.The third line of defense is the internal audit function, which provides an independent assessment of the effectiveness of both the first and second lines of defense.

To support management’s efforts, the Board has established specialized committees responsible for overseeing the Bank's risk management processes:

•The Audit Committee assists the Board in monitoring the quality and integrity of the Bank's accounting, auditing, and financial reporting practices, while also ensuring compliance with applicable laws, regulations, and standards.

•The ROC provides governance over ERM activities. In accordance with its charter, the ROC meets regularly to review ERM processes, monitor risk exposures, and approve ERM policies and initiatives.

Credit Risk Management

Credit risk represents the potential for loss resulting from the failure of a borrower, guarantor, or other obligor to perform in accordance with the terms of a credit-related agreement. This risk arises primarily from our lending activities and from off-balance sheet credit instruments.

The Board, through the ROC, approves key credit policies, monitors adherence to those policies, and oversees alignment with the credit risk appetite established in the Risk Management Framework. The Board has delegated responsibility for credit risk management and for approving changes to credit policies to the Chief Credit Officer, who chairs the Credit Risk Committee.

Our approach to credit risk management is supported by formal credit policies and standards, risk management practices, and independent credit examination functions that together establish a consistent framework for sound underwriting and credit decision-making across our local banking affiliates. We emphasize strong underwriting standards and the early identification of potential problem credits to facilitate timely corrective actions and mitigate potential losses.

Our credit policies and practices are designed to mitigate key risks inherent in our lending activities, including risks related to borrower creditworthiness, cash flow volatility, collateral protection and valuation, concentrations of credit exposure, and external factors that may affect borrower performance or collateral values. Key elements of these policies include requirements for sensitivity and scenario analysis to assess borrower resilience—particularly the capacity to meet repayment obligations under adverse economic conditions, such as rising interest rates—as well

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as requirements for borrowers to maintain insurance coverage on collateralized properties at levels appropriate to the nature and extent of the credit exposure.

To strengthen oversight and objectivity, our credit risk management function operates independently from the lending function and is responsible for establishing credit risk standards, monitoring portfolio quality, and providing independent assessment of credit activities. We maintain well-defined standards for evaluating our loan portfolio and employ a comprehensive loan risk-grading system to assess and monitor potential credit risk exposure.

In addition, our internal credit examination department, which is independent of lending operations, conducts periodic reviews of lending departments and credit activities. These examinations assess credit quality, documentation adequacy, administration of loan risk grades, and compliance with established credit policies. Examinations related to the ACL are reported to both the Audit Committee and the ROC.

Our business activities are conducted primarily within the geographic footprint of our banking affiliates. To manage and limit undue concentrations of credit risk, we adhere to established concentration limits by industry, collateral type, geographic location, and individual customer or counterparty. These limits apply to certain commercial industries and portfolios, including leveraged lending, municipal lending, oil and gas-related lending, and various types of CRE lending—particularly construction and land development, multifamily, industrial, and office properties. Concentration limits are actively monitored and adjusted as conditions warrant.

U.S. Government Agency Guaranteed Loans

We participate in several guaranteed lending programs sponsored by U.S. government agencies, including the U.S. Small Business Administration (“SBA”), Federal Housing Authority, U.S. Department of Veterans Affairs, Export-Import Bank of the U.S., and the U.S. Department of Agriculture. At December 31, 2025, approximately $617 million in loans were guaranteed, primarily by the SBA. The following schedule presents the composition of our U.S. government agency-guaranteed loan portfolio:

U.S. GOVERNMENT AGENCY GUARANTEED LOANS

(Dollar amounts in millions)

December 31,

2025

Percent

guaranteed

December 31,

2024

Percent

guaranteed

Commercial

$

766 

77 

%

$

687 

78 

%

Commercial real estate

31 

71 

25 

76 

Consumer

4 

100 

4 

100 

Total loans

$

801 

77 

$

716 

78 

Commercial Lending

The following schedule presents the composition of our commercial lending portfolio:

COMMERCIAL LENDING PORTFOLIO

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of total 

commercial loans

Amount

% of total 

commercial loans

Amount change

Percent change

Commercial:

Commercial and industrial

$

17,761 

56.0 

%

$

16,891 

54.6 

%

$

870 

5.2 

%

Owner-occupied

9,274 

29.3 

9,333 

30.1 

(59)

(0.6)

Municipal

4,294 

13.5 

4,364 

14.1 

(70)

(1.6)

Leasing

367 

1.2 

377 

1.2 

(10)

(2.7)

Total commercial

$

31,696 

100.0 

%

$

30,965 

100.0 

%

$

731 

2.4 

Our commercial loan portfolio spans a broad range of industries and generally carries maturities of one to five years, with amortization schedules determined by the nature of the underlying collateral and guarantees. These loans are typically structured to meet diverse financing needs and may take the form of seasonal, term, working capital, or

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bridge loans, offered as revolving and non-revolving lines of credit, amortizing term loans, guidance facilities, or single-payment loans. Loan agreements typically include covenants requiring borrowers to provide periodic financial statements, enabling ongoing monitoring of business performance, leverage, debt service coverage, and liquidity.

The underwriting process for commercial loans primarily focuses on a comprehensive evaluation of management quality, financial performance, industry dynamics, sponsorship (where applicable), and transaction structure. Credit enhancements are generally secured through collateral and guarantees from the owners or sponsors. Prospective cash flows are stress-tested under various downside scenarios, including revenue decline, margin compression, and interest rate volatility.

The following schedule presents the geographic distribution of our commercial lending portfolio, based on the location of the primary borrower.

COMMERCIAL LENDING BY GEOGRAPHY

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total

Nonaccrual loans

Amount

% of

total

Nonaccrual loans

Commercial

Arizona

$

2,338 

7.4 

%

$

7 

$

2,202 

7.1 

%

$

5 

California

6,351 

20.0 

68 

6,190 

20.0 

58 

Colorado

1,710 

5.4 

4 

1,892 

6.1 

17 

Nevada

1,384 

4.4 

2 

1,336 

4.3 

11 

Texas

7,978 

25.2 

32 

7,367 

23.8 

47 

Utah/Idaho

6,479 

20.4 

23 

6,309 

20.4 

6 

Washington/Oregon

1,425 

4.5 

8 

1,338 

4.3 

10 

Other 1

4,031 

12.7 

2 

4,331 

14.0 

4 

Total commercial

$

31,696 

100.0 

%

$

146 

$

30,965 

100.0 

%

$

158 

1 No other geography exceeds 2.1% and 2.6% for December 31, 2025 and December 31, 2024, respectively.

The following schedule presents the industry distribution of our commercial lending portfolio, classified based on the North American Industry Classification System.

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COMMERCIAL LENDING BY INDUSTRY

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total

Nonaccrual loans

Amount

% of

total

Nonaccrual loans

Real estate, rental, and leasing

$

3,321 

10.5 

%

$

32 

$

3,083 

10.0 

%

$

7 

Retail trade

2,810 

8.9 

6 

2,873 

9.3 

7 

Manufacturing

2,591 

8.2 

20 

2,322 

7.5 

7 

Healthcare and social assistance

2,342 

7.4 

7 

2,541 

8.2 

34 

Finance and insurance

2,306 

7.3 

10 

2,762 

8.9 

1 

Public Administration

2,226 

7.0 

— 

2,106 

6.8 

— 

Wholesale trade

1,870 

5.9 

1 

1,909 

6.2 

2 

Utilities 1

1,591 

5.0 

— 

1,389 

4.5 

2 

Transportation and warehousing

1,567 

4.9 

6 

1,589 

5.1 

7 

Construction

1,529 

4.8 

13 

1,335 

4.3 

26 

Hospitality and food services

1,423 

4.5 

2 

1,352 

4.4 

2 

Mining, quarrying, and oil and gas extraction

1,284 

4.1 

— 

1,178 

3.8 

— 

Educational services

1,187 

3.7 

— 

1,292 

4.2 

— 

Other Services (except Public Administration)

1,098 

3.5 

2 

1,069 

3.4 

3 

Professional, scientific, and technical services

1,071 

3.4 

3 

1,057 

3.4 

25 

Other 2

3,480 

10.9 

44 

3,108 

10.0 

35 

Total

$

31,696 

100.0 

%

$

146 

$

30,965 

100.0 

%

$

158 

1 Includes primarily utilities, power, and renewable energy.

2 No other industry group exceeds 3.2% and 3.4% for December 31, 2025 and December 31, 2024, respectively.

As previously noted, our commercial lending portfolio is well-diversified across both geographic regions and industry sectors. In light of increased investor interest in loans extended to NDFIs, we provide the following information regarding these exposures within our commercial lending portfolio.

Loans to Nondepository Financial Institutions

NDFIs encompass a wide range of financial entities that provide services similar to those of traditional banking institutions, but do not accept public deposits and are not generally subject to oversight by federal banking regulators. We provide financing to NDFIs, including mortgage intermediaries, business development companies (“BDCs”), private equity funds, consumer credit platforms, and other financial entities.

We regularly monitor NDFI exposures through borrower-level hold limits, perform stress testing of underlying portfolios, verify compliance with applicable regulatory requirements, review portfolio quality, and assess liquidity and capital adequacy.

Our NDFI portfolio is diversified across various lending segments and asset classes, including:

•Mortgage credit intermediaries — Loans to mortgage companies engaged in residential or commercial mortgage origination and servicing; special purpose entities supporting mortgage-related securitization activities, such as real estate investment trusts (“REITs”) and collateralized debt obligations.

•Business credit intermediaries — Loans to finance companies, direct lenders, private debt funds, equipment leasing companies, BDCs, SBICs, senior loan funds, and other nonbank business lenders.

•Private equity funds — Capital call commitment and subscription-based facilities extended to private equity, venture capital, and other general partnership funds.

•Consumer credit intermediaries — Loans to nonbank consumer secured and unsecured lending platforms, as well as special purposes entities, finance companies, direct lenders, private debt funds, equipment leasing companies, or other financial intermediaries whose underlying assets primarily consist of consumer loans.

•Other — Loans to insurance companies, investment banks, broker-dealers, publicly listed investment funds, hedge funds, family offices, and other investment firms and financial vehicles.

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At December 31, 2025, loans to NDFIs totaled approximately $2.0 billion, representing 6.3% of total commercial loans and 3.3% of total loans, a decrease from $2.4 billion, or 7.6% of total commercial loans and 4.0% of total loans, at December 31, 2024.

The following schedule presents the composition of our NDFI lending portfolio:

NDFI LENDING PORTFOLIO

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total

Nonaccrual loans

Amount

% of

total

Nonaccrual loans

Mortgage credit intermediaries

$

352 

17.6 

%

$

9 

$

559 

23.8 

%

$

— 

Business credit intermediaries 1

968 

48.4 

— 

489 

20.8 

1 

Private equity funds

121 

6.1 

— 

189 

8.0 

— 

Consumer credit intermediaries

303 

15.2 

— 

349 

14.8 

— 

Other financial institutions 1

253 

12.7 

1 

767 

32.6 

— 

Total NDFI portfolio

$

1,997 

100.0 

%

$

10 

$

2,353 

100.0 

%

$

1 

1 Balances as of December 31, 2025 reflect an updated categorization of NDFI loans based on industry and purpose, compared with balances at December 31, 2024. This resulted in the reclassification of certain loans primarily from “Other financial institutions” to “Business credit intermediaries.”

The following schedule presents NDFI loan credit quality metrics:

NDFI LOAN CREDIT QUALITY

(Dollar amounts in millions)

December 31, 2025

December 31, 2024

Credit quality metrics

Criticized loan ratio

0.8 

%

5.5 

%

Classified loan ratio

0.8 

%

5.5 

%

Nonaccrual loan ratio

0.5 

%

— 

%

Delinquency ratio

— 

%

— 

%

Ratio of NDFI net charge-offs 1 (recoveries) to average loans

2.7 

%

— 

%

Ratio of allowance for credit losses to NDFI loans, at period end

1.03 

%

0.64 

%

1 Total NDFI net charge-offs primarily included a $50 million charge-off recorded in the third quarter of 2025 associated with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages. This resulted from a review of the borrowers, guarantors, and associated collateral, which identified apparent irregularities and misrepresentations. As a result, legal action has been initiated to pursue recovery of the outstanding amounts owed from the guarantors of the credits.

Commercial Real Estate Lending

The following schedule presents the composition of our CRE lending portfolio:

COMMERCIAL REAL ESTATE LENDING PORTFOLIO

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of total 

CRE loans

Amount

% of total 

CRE loans

Amount change

Percent change

Commercial real estate:

Term

$

11,234 

83.9 

%

$

10,703 

79.4 

%

$

531 

5.0 

%

Construction and land development

2,162 

16.1 

2,774 

20.6 

(612)

(22.1)

Total commercial real estate

$

13,396 

100.0 

%

$

13,477 

100.0 

%

$

(81)

(0.6)

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Term CRE loans typically have maturities ranging from three to seven years and may incorporate full, partial, or non-recourse guarantee structures. Standard term CRE loan arrangements generally include annually tested operating covenants, requiring loan rebalancing based on minimum debt service coverage, debt yield, or loan-to-value (“LTV”) ratios.

Construction and land development loans generally mature within 18 to 36 months and may involve full or partial recourse guarantees. These loans often include one- to five-year extension options or roll-to-permanent features, which commonly convert into term loans upon completion.

Underwriting for commercial properties primarily emphasizes the economic viability of the project, while also giving considerable weight to the sponsor's creditworthiness and experience. Owners are generally required to contribute their equity prior to any loan advances. Loan agreements frequently include remargining provisions—requiring additional equity infusions if the collateral's value or cash flow declines—as well as sponsor guarantees.

Underwriting for residential construction and development loans incorporates many of the same requirements applied to commercial projects, including the developer's creditworthiness and experience, up-front equity contributions, principal curtailment provisions, and overall project viability. Additional considerations include anticipated market acceptance of the product, location quality, the developer's financial strength, and their ability to maintain budget discipline.

Routine progress inspections by qualified independent inspectors are conducted prior to each loan disbursement. Advance rates are determined based on the collateral quality, project viability, and sponsor creditworthiness, with exceptions granted on a case-by-case basis.

Appraisals are performed in compliance with applicable regulatory standards. In certain cases, automated valuation reports or internal evaluations may be utilized. An appraisal is ordered and reviewed prior to loan closing, and a new appraisal or evaluation is typically obtained when market conditions indicate a potential decline in collateral value, or when a loan is modified, renewed, or exhibits signs of credit deterioration.

For CRE loans, the LTV ratio is calculated by dividing the outstanding loan balance by the most recent appraised collateral value. At December 31, 2025, the weighted average LTV ratio for our term CRE portfolio was below 60%.

Loan agreements require regular submission of financial information related to both the project and the sponsor. This includes lease schedules, rent rolls, and, for construction projects, independent progress inspection reports. We actively monitor this financial information to verify compliance with the covenants outlined in the loan agreement.

The presence of a guarantee that improves repayment likelihood is factored into the assessment of expected losses on CRE loans. When guarantor support is measurable and properly documented, it is incorporated into projected cash flows and liquidity available for debt service. Our expected loss methodology accounts for these additional repayment sources.

As part of our credit extension process, we typically obtain and review updated financial information for the guarantor. The scope and frequency of financial reporting collected and analyzed vary based on contractual requirements, transaction size, and the guarantor's financial strength.

In the event of default, we pursue all available sources of repayment, including collateral and guarantors. Several factors influence the decision to enforce a guarantor obligation, such as the value and liquidity of other repayment sources (e.g., collateral), the guarantor's financial strength and liquidity, applicable statutory limitations, and the cost-benefit analysis of pursuing the guarantee relative to the potential recovery amount.

The following schedule presents the geographic distribution of our CRE lending portfolio, based on the location of the primary collateral:

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COMMERCIAL REAL ESTATE LENDING BY GEOGRAPHY

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total

Nonaccrual loans

Amount

% of

total

Nonaccrual loans

Commercial real estate

Arizona

$

1,709 

12.8 

%

$

— 

$

1,801 

13.4 

%

$

— 

California

3,549 

26.5 

22 

3,569 

26.5 

50 

Colorado

726 

5.4 

16 

666 

4.9 

— 

Nevada

1,016 

7.6 

— 

1,104 

8.2 

— 

Texas

2,566 

19.2 

5 

2,596 

19.2 

8 

Utah/Idaho

2,376 

17.7 

— 

2,170 

16.1 

— 

Washington/Oregon

1,122 

8.4 

30 

1,090 

8.1 

— 

Other

332 

2.4 

— 

481 

3.6 

1 

Total commercial real estate

$

13,396 

100.0 

%

$

73 

$

13,477 

100.0 

%

$

59 

The following schedule presents our CRE lending portfolio, categorized by the type of collateral:

COMMERCIAL REAL ESTATE LENDING BY COLLATERAL TYPE

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total

Nonaccrual loans

Amount

% of

total

Nonaccrual loans

Commercial property

Multifamily

$

3,994 

29.8 

%

$

— 

$

4,007 

29.7 

%

$

1 

Industrial

3,045 

22.7 

— 

2,954 

21.9 

— 

Office

1,675 

12.5 

67 

1,812 

13.5 

50 

Retail

1,586 

11.8 

— 

1,533 

11.4 

— 

Hospitality

678 

5.1 

5 

625 

4.6 

8 

Land

286 

2.1 

— 

261 

1.9 

— 

Other 1

1,436 

10.8 

— 

1,644 

12.2 

— 

Residential property 2

Single family

398 

3.0 

1 

330 

2.5 

— 

Land

111 

0.8 

— 

110 

0.8 

— 

Condo/Townhome

29 

0.2 

— 

17 

0.1 

— 

Other 1

158 

1.2 

— 

184 

1.4 

— 

Total

$

13,396 

100.0 

%

$

73 

$

13,477 

100.0 

%

$

59 

1 Included in the total amount of the “Other” commercial and residential categories was approximately $232 million and $342 million of unsecured loans at December 31, 2025 and 2024, respectively.

2 Residential property consists primarily of loans provided to commercial homebuilders for land, lot, and single-family housing developments.

As previously noted, our CRE lending portfolio is diversified by both geography and collateral type, with the largest concentration in multifamily properties. Given the recent investor interest in multifamily, industrial, and office collateral types, we have provided additional analysis of these segments within our CRE portfolio below.

Multifamily CRE

At both December 31, 2025 and 2024, our multifamily CRE loan portfolio totaled $4.0 billion, representing 30% of the total CRE loan portfolio. Approximately 47% of the multifamily CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing. The following schedule presents the composition of our multifamily CRE loan portfolio, along with related credit quality metrics:

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MULTIFAMILY CRE LOAN PORTFOLIO

(Dollar amounts in millions)

December 31, 2025

December 31, 2024

Multifamily CRE

Term

$

3,203 

$

2,918 

Construction and land development

791 

1,089 

Total multifamily CRE

$

3,994 

$

4,007 

Credit quality metrics

Criticized loan ratio

17.5 

%

21.5 

%

Classified loan ratio

15.0 

%

18.8 

%

Nonaccrual loan ratio

— 

%

— 

%

Delinquency ratio

— 

%

— 

%

Ratio of multifamily CRE net charge-offs (recoveries) to average loans

— 

%

— 

%

Ratio of allowance for credit losses to multifamily CRE loans, at period end

1.50 

%

2.55 

%

Weighted average LTV for multifamily term CRE loans

59 

%

57 

%

The following schedules present our multifamily CRE loan portfolio, categorized by collateral location for the periods presented:

MULTIFAMILY CRE LOAN PORTFOLIO BY COLLATERAL LOCATION

December 31, 2025

Loan Type

(Dollar amounts in millions)

Term

Construction and land development

Total

% of

total

Nonaccrual loans

Multifamily CRE

Arizona

$

301 

$

52 

$

353 

8.8 

%

$

— 

California

898 

134 

1,032 

25.9 

— 

Colorado

158 

74 

232 

5.8 

— 

Nevada

206 

7 

213 

5.3 

— 

Texas

931 

191 

1,122 

28.1 

— 

Utah/Idaho

420 

232 

652 

16.3 

— 

Washington/Oregon

228 

101 

329 

8.3 

— 

Other

61 

— 

61 

1.5 

— 

Total multifamily CRE

$

3,203 

$

791 

$

3,994 

100.0 

%

$

— 

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December 31, 2024

Loan Type

(Dollar amounts in millions)

Term

Construction and land development

Total

% of

total

Nonaccrual loans

Multifamily CRE

Arizona

$

364 

$

142 

$

506 

12.6 

%

$

— 

California

850 

172 

1,022 

25.5 

1 

Colorado

91 

101 

192 

4.8 

— 

Nevada

188 

99 

287 

7.2 

— 

Texas

808 

310 

1,118 

27.9 

— 

Utah/Idaho

320 

134 

454 

11.3 

— 

Washington/Oregon

234 

130 

364 

9.1 

— 

Other

63 

1 

64 

1.6 

— 

Total multifamily CRE

$

2,918 

$

1,089 

$

4,007 

100.0 

%

$

1 

Industrial CRE

At December 31, 2025 and 2024, our industrial CRE loan portfolio totaled $3.0 billion, representing 23% and 22% of the total CRE loan portfolio, respectively. Approximately 34% of the industrial CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing.

The following schedule presents the composition of our industrial CRE loan portfolio and other related credit quality metrics:

INDUSTRIAL CRE LOAN PORTFOLIO

(Dollar amounts in millions)

December 31, 2025

December 31, 2024

Industrial CRE

Term

$

2,720 

$

2,462 

Construction and land development

325 

492 

Total industrial CRE

$

3,045 

$

2,954 

Credit quality metrics

Criticized loan ratio

11.3 

%

14.6 

%

Classified loan ratio

10.3 

%

12.8 

%

Nonaccrual loan ratio

— 

%

— 

%

Delinquency ratio

— 

%

— 

%

Ratio of industrial CRE net charge-offs (recoveries) to average loans

— 

%

— 

%

Ratio of allowance for credit losses to industrial CRE loans, at period end

1.48 

%

2.30 

%

Weighted average LTV for industrial term CRE loans

63 

%

53 

%

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The following schedules present our industrial CRE loan portfolio, categorized by collateral location for the periods presented:

INDUSTRIAL CRE LOAN PORTFOLIO BY COLLATERAL LOCATION

December 31, 2025

Loan Type

(Dollar amounts in millions)

Term

Construction and land development

Total

% of

total

Nonaccrual loans

Industrial CRE

Arizona

$

464 

$

19 

$

483 

15.9 

%

$

— 

California

861 

23 

884 

29.0 

— 

Colorado

79 

15 

94 

3.1 

— 

Nevada

224 

64 

288 

9.5 

— 

Texas

438 

40 

478 

15.7 

— 

Utah/Idaho

385 

134 

519 

17.0 

— 

Washington/Oregon

218 

30 

248 

8.1 

— 

Other

51 

— 

51 

1.7 

— 

Total industrial CRE

$

2,720 

$

325 

$

3,045 

100.0 

%

$

— 

December 31, 2024

Loan Type

(Dollar amounts in millions)

Term

Construction and land development

Total

% of

total

Nonaccrual loans

Industrial CRE

Arizona

$

374 

$

33 

$

407 

13.8 

%

$

— 

California

730 

189 

919 

31.1 

— 

Colorado

58 

1 

59 

2.0 

— 

Nevada

241 

108 

349 

11.8 

— 

Texas

453 

42 

495 

16.8 

— 

Utah/Idaho

350 

83 

433 

14.7 

— 

Washington/Oregon

201 

36 

237 

8.0 

— 

Other

55 

— 

55 

1.8 

— 

Total industrial CRE

$

2,462 

$

492 

$

2,954 

100.0 

%

$

— 

Office CRE

At December 31, 2025 and 2024, our office CRE loan portfolio totaled $1.7 billion and $1.8 billion, respectively, representing 13% of the total CRE loan portfolio in both periods. Approximately 26% of the office CRE loan portfolio is scheduled to mature within the next 12 months. We anticipate that most of these borrowers will successfully refinance at maturity—either through the Bank or other lenders—supported by strong property cash flows, appropriate LTVs, sufficient equity positions, and guarantor backing.

The following schedule presents the composition of our office CRE loan portfolio and other related credit quality metrics:

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OFFICE CRE LOAN PORTFOLIO

(Dollar amounts in millions)

December 31, 2025

December 31, 2024

Office CRE

Term

$

1,655 

$

1,697 

Construction and land development

20 

115 

Total office CRE

$

1,675 

$

1,812 

Credit quality metrics

Criticized loan ratio

9.4 

%

14.5 

%

Classified loan ratio

9.3 

%

12.8 

%

Nonaccrual loan ratio

4.0 

%

2.8 

%

Delinquency ratio

1.1 

%

1.4 

%

Ratio of office CRE net charge-offs (recoveries) to average loans

0.1 

%

0.3 

%

Ratio of allowance for credit losses to office CRE loans, at period end

2.93 

%

3.92 

%

Weighted average LTV for office term CRE loans

57 

%

56 

%

The following schedules present our office CRE loan portfolio, categorized by collateral location for the periods presented:

OFFICE CRE LOAN PORTFOLIO BY COLLATERAL LOCATION

December 31, 2025

Loan Type

(Dollar amounts in millions)

Term

Construction and land development

Total

% of

total

Nonaccrual loans

Office CRE

Arizona

$

225 

$

— 

$

225 

13.4 

%

$

— 

California

304 

5 

309 

18.5 

21 

Colorado

59 

— 

59 

3.5 

16 

Nevada

87 

— 

87 

5.2 

— 

Texas

170 

— 

170 

10.2 

1 

Utah/Idaho

473 

15 

488 

29.1 

— 

Washington/Oregon

328 

— 

328 

19.6 

29 

Other

9 

— 

9 

0.5 

— 

Total office CRE

$

1,655 

$

20 

$

1,675 

100.0 

%

$

67 

December 31, 2024

Loan Type

(Dollar amounts in millions)

Term

Construction and land development

Total

% of

total

Nonaccrual loans

Office CRE

Arizona

$

255 

$

— 

$

255 

14.1 

%

$

— 

California

328 

38 

366 

20.2 

49 

Colorado

58 

— 

58 

3.2 

— 

Nevada

77 

11 

88 

4.9 

— 

Texas

186 

7 

193 

10.6 

1 

Utah/Idaho

482 

34 

516 

28.5 

— 

Washington/Oregon

283 

25 

308 

17.0 

— 

Other

28 

— 

28 

1.5 

— 

Total office CRE

$

1,697 

$

115 

$

1,812 

100.0 

%

$

50 

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Consumer Lending

The following schedule presents the composition of our consumer lending portfolio:

CONSUMER LENDING PORTFOLIO

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of total 

consumer loans

Amount

% of total 

consumer loans

Amount change

Percent change

Consumer:

1-4 family residential

$

10,462 

66.1 

%

$

9,939 

66.4 

%

$

523 

5.3 

%

Home equity credit line

3,950 

25.0 

3,641 

24.3 

309 

8.5 

Construction and other consumer real estate

782 

4.9 

810 

5.4 

(28)

(3.5)

Bankcard and other revolving plans

515 

3.3 

457 

3.1 

58 

12.7 

Other

116 

0.7 

121 

0.8 

(5)

(4.1)

Total consumer

$

15,825 

100.0 

%

$

14,968 

100.0 

%

$

857 

5.7 

1-4 Family Residential Mortgages

We originate first-lien residential home mortgage loans that are considered prime quality. At December 31, 2025, our 1-4 family residential mortgage loan portfolio totaled $10.5 billion, or 66%, of our total consumer loan portfolio, compared with $9.9 billion, or 66%, at December 31, 2024.

At December 31, 2025 and December 31, 2024, approximately 89% and 90%, respectively, of our 1-4 family residential mortgage loan portfolio consisted of variable-rate loans. We generally retain variable-rate loans in our loan portfolio and sell conforming fixed-rate loans to third parties, including the Federal National Mortgage Association and the Federal Home Loan Mortgage Corporation. In connection with these sales, we provide customary representations and warranties affirming that the loans satisfy specified underwriting standards and collateral documentation requirements.

Home Equity Credit Lines

We also originate home equity credit lines (“HECLs”). At December 31, 2025 and December 31, 2024, our HECL portfolio totaled $4.0 billion, and $3.6 billion, respectively. Approximately 34% and 37% of these HECLs were secured by first liens for the respective periods.

At December 31, 2025, loans representing less than 1% of the outstanding HECL portfolio balance were estimated to have combined loan-to-value (“CLTV”) ratios exceeding 100%. The estimated CLTV ratio is calculated by dividing the sum of our loan and any prior lien amounts divided by the estimated current collateral value. At origination, underwriting standards for the HECL portfolio generally require a maximum CLTV of 80% and a Fair Isaac Corporation (“FICO”) credit score above 700.

At December 31, 2025, approximately 93% of our HECL portfolio remained in the draw period, with about 22% of those loans scheduled to begin amortizing within the next five years. We believe the risk of loss or borrower default upon full amortization, as well as the impact of significant interest rate changes, is low due to the rate shock analysis performed at origination.

The ratio of HECL net charge-offs (recoveries) for the trailing twelve months to average balances was 0.01% at December 31, 2025, compared with 0.00% at December 31, 2024. For additional information regarding the credit quality of the HECL portfolio, see Note 6 of the Notes to Consolidated Financial Statements.

The following schedule presents the geographic distribution of our consumer lending portfolio, based on the location of the primary borrower:

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CONSUMER LENDING BY GEOGRAPHY

December 31, 2025

December 31, 2024

(Dollar amounts in millions)

Amount

% of

total

Nonaccrual loans

Amount

% of

total

Nonaccrual loans

Consumer

Arizona

$

1,439 

9.1 

%

$

7 

$

1,365 

9.1 

%

$

5 

California

3,683 

23.3 

15 

3,159 

21.1 

14 

Colorado

1,396 

8.8 

12 

1,353 

9.1 

7 

Nevada

1,344 

8.5 

12 

1,328 

8.9 

10 

Texas

3,658 

23.1 

25 

3,657 

24.4 

25 

Utah/Idaho

3,521 

22.3 

19 

3,430 

22.9 

14 

Washington/Oregon

320 

2.0 

3 

237 

1.6 

— 

Other

464 

2.9 

3 

439 

2.9 

5 

Total consumer

$

15,825 

100.0 

%

$

96 

$

14,968 

100.0 

%

$

80 

Credit Quality

We monitor credit quality by assessing multiple factors, including nonperforming status, internal risk grades, and net charge-offs. These metrics are integral to our overall evaluation of the adequacy of the ACL. For more information on these factors and the ACL, see Note 6 of the Notes to Consolidated Financial Statements.

Nonperforming Assets

Nonperforming assets include nonaccrual loans and OREO, or foreclosed properties. The following schedule presents the composition of our nonperforming assets:

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NONPERFORMING ASSETS

(Dollar amounts in millions)

December 31,

2025

2024

Nonaccrual loans:

Commercial:

Commercial and industrial

$

90 

$

114 

Owner-occupied

51 

31 

Municipal

2 

11 

Leasing

3 

2 

Commercial real estate:

Term

72 

59 

Construction and land development

1 

— 

Consumer:

Real estate

95 

79 

Other

1 

1 

Total nonaccrual loans

315 

297 

Other real estate owned 1:

Commercial:

Commercial properties

3 

1 

Developed land

— 

— 

Land

— 

— 

Residential:

1-4 family

2 

— 

Total other real estate owned

5 

1 

Total nonperforming assets

$

320 

$

298 

Accruing loans past due 90 days or more:

Commercial

$

3 

$

14 

Commercial real estate

1 

3 

Consumer

1 

1 

Total accruing loans past due 90 days or more

$

5 

$

18 

Nonaccrual loans current as to principal and interest payments:

Commercial

$

92 

$

126 

Commercial real estate

50 

28 

Consumer

37 

29 

Total nonaccrual loans current as to principal and interest payments

$

179 

$

183 

Ratio of nonperforming assets to net loans and leases2 and other real estate owned

0.52 

%

0.50 

%

Ratio of accruing loans past due 90 days or more to net loans and leases 2

0.01 

%

0.03 

%

Ratio of nonperforming assets2 and accruing loans past due 90 days or more to loans and leases2 and other real estate owned 1

0.53 

%

0.53 

%

Ratio of nonaccrual loans1 current as to principal and interest payments

56.8 

%

61.6 

%

1 Does not include banking premises held for sale.

2 Includes loans held for sale.

Nonperforming assets totaled $320 million, or 0.52%, of total loans and leases and other real estate owned at December 31, 2025, compared with $298 million, or 0.50%, at December 31, 2024. Nonperforming assets increased primarily within the commercial owner-occupied, term CRE, and consumer 1-4 family residential loan portfolios, partially offset by a decline in the commercial and industrial portfolio. For more information on nonaccrual loans, see Note 6 of the Notes to Consolidated Financial Statements.

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Classified Loans

Classified loans are considered loans with well-defined weaknesses and are assigned using our internal risk grade definitions of substandard and doubtful, which are consistent with regulatory risk classifications. The following schedule presents our classified loans by loan segment:

CLASSIFIED LOANS

(Dollar amounts in millions)

December 31,

2025

December 31,

2024

Commercial

$

1,063 

$

1,130 

Commercial real estate

1,205 

1,651 

Consumer

112 

89 

Total classified loans

$

2,380 

$

2,870 

Ratio of classified loans to total loans and leases

3.91 

%

4.83 

%

Classified loans totaled $2.4 billion, or 3.91% of total loans and leases, at December 31, 2025, compared with $2.9 billion, or 4.83%, at December 31, 2024. The year-over-year decline was primarily driven by reductions in classified CRE exposures, largely attributable to loan payoffs. The loss content of our CRE loan portfolio continues to be mitigated by strong underwriting, supported by significant borrower equity and guarantor support. As a result, our CRE nonperforming assets and net charge-offs have remained relatively low.

Allowance for Credit Losses

The ACL comprises both the ALLL and the RULC and represents our estimate of current expected credit losses related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date.

We estimate current expected credit losses using econometric loss models that incorporate historical credit loss experience, prevailing economic conditions, and multiple forward-looking economic scenarios. These scenarios—including optimistic, baseline, and stressed conditions—are weighted to produce the quantitative component of the ACL, and management may adjust the weightings based on its assessment of current economic conditions and reasonable and supportable forecasts. Because economic forecasts may not always align with observed credit quality trends, changes in the ACL may not necessarily correspond directionally with changes in credit quality.

Additionally, we consider qualitative and environmental factors that may indicate actual losses could differ from amounts estimated by the quantitative models. The influence of these factors on the ACL may vary from quarter to quarter. During 2025, the qualitative portion of the ACL decreased primarily due to reduced CRE portfolio-specific risks, leading us to assign lesser weight to stressed economic assumptions for that portfolio.

The following schedules present the changes in, and allocation of, the ACL:

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CHANGES IN THE ALLOWANCE FOR CREDIT LOSSES

Year Ended December 31,

(Dollar amounts in millions)

2025

2024

2023

Loans and leases outstanding,

$

60,917

$

59,410

$

57,779

Average loans and leases outstanding:

Commercial

31,389

30,671

30,519

Commercial real estate

13,562

13,532

13,023

Consumer

15,470

14,344

13,198

Total average loans and leases outstanding

$

60,421

$

58,547

$

56,740

Allowance for loan and lease losses:

Balance at beginning of year

$

696 

$

684 

$

572 

Provision for loan losses

71 

72 

148 

Charge-offs:

Commercial

103 

68 

45 

Commercial real estate

4 

11 

3 

Consumer

15 

12 

14 

Total

122 

91 

62 

Recoveries:

Commercial

24 

23 

20 

Commercial real estate

4 

3 

— 

Consumer

5 

5 

6 

Total

33 

31 

26 

Net loan and lease charge-offs

89 

60 

36 

Balance at end of year

$

678 

$

696 

$

684 

Reserve for unfunded lending commitments:

Balance at beginning of year

$

45 

$

45 

$

61 

Provision for unfunded lending commitments

1 

— 

(16)

Balance at end of year

$

46 

$

45 

$

45 

Total allowance for credit losses:

Allowance for loan and lease losses

$

678 

$

696 

$

684 

Reserve for unfunded lending commitments

46 

45 

45 

Total allowance for credit losses

$

724 

$

741 

$

729 

Ratio of allowance for credit losses to net loans and leases

1.19 

%

1.25 

%

1.26 

%

Ratio of allowance for credit losses to nonaccrual loans

230 

%

249 

%

328 

%

Ratio of allowance for credit losses to nonaccrual loans and accruing loans past due 90 days or more

226 

%

235 

%

324 

%

Ratio of total net charge-offs to average total loans and leases

0.15 

%

0.10 

%

0.06 

%

Ratio of commercial net charge-offs to average commercial loans

0.25 

%

0.15 

%

0.08 

%

Ratio of commercial real estate net charge-offs to average commercial real estate loans

— 

%

0.06 

%

0.02 

%

Ratio of consumer net charge-offs to average consumer loans

0.06 

%

0.05 

%

0.06 

%

ALLOCATION OF THE ALLOWANCE FOR CREDIT LOSSES

December 31,

2025

2024

2023

(Dollar amounts in millions)

% of total loans

Allocation of ACL

% of total loans

Allocation of ACL

% of total loans

Allocation of ACL

Loan segment

Commercial

52.0 

%

$

410 

52.1 

%

$

334 

53.0 

%

$

321 

Commercial real estate

22.0 

204 

22.7 

311 

23.1 

258 

Consumer

26.0 

110 

25.2 

96 

23.9 

150 

Total

100.0 

%

$

724 

100.0 

%

$

741 

100.0 

%

$

729 

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For further discussion regarding changes in the ACL, see “The Allowance and Provision for Credit Losses” section on page 40. For additional details concerning the ACL and credit trends within each portfolio segment, see Note 6 of the Notes to Consolidated Financial Statements.

Interest Rate and Market Risk Management

Interest rate and market risk refer to the potential for adverse impacts on current or future earnings and capital arising from changes in interest rates and other market conditions. Given our involvement in transactions with a broad range of financial instruments, we are inherently exposed to these risks.

The Board approves key policies governing the management of financial risks, including interest rate and market risk. Responsibility for managing these risks has been delegated to the Asset Liability Committee (“ALCO”), which is composed of members of management. ALCO establishes and periodically updates policy limits and reviews, in coordination with the ROC, the limits and any exceptions reported by management.

We actively manage our exposure to interest rate fluctuations by positioning the balance sheet to reduce volatility in both net interest income and the economic value of equity (“EVE”). Given that a significant portion of our balance sheet funding is derived from non-maturity deposit products, we rely on behavioral models and assumptions to forecast the sensitivity of earnings to interest rate movements. These models and assumptions are subject to ongoing performance monitoring and refinement.

When observed deposit behavior diverges from model expectations, the models are updated accordingly, with greater emphasis placed on recently observed behavior. All model changes are independently reviewed by our Model Risk Management function.

Our deposit-behavior models incorporate assumptions about the correlation between the rates paid on interest-bearing deposits and fluctuations in average benchmark interest rates. This is commonly referred to as “deposit beta.” Certificates of deposit are typically modeled with a higher degree of correlation, whereas interest-bearing checking accounts are assumed to exhibit a lower sensitivity to rate changes.

Many consumer and business deposit accounts have historically demonstrated stability and limited sensitivity to rate changes, resulting in a longer duration relative to our loan portfolio. As a result, our balance sheet has typically been “asset-sensitive,” meaning that assets are expected to reprice more quickly or more significantly than our liabilities. Measures of asset sensitivity are particularly influenced by changes in deposit modeling assumptions.

To manage interest rate risk, we regularly employ a combination of interest rate derivatives, investments in fixed-rate securities, and funding strategies. Collectively, these tools help moderate the expected sensitivity of net interest income and EVE to changes in interest rates.

The following schedule presents deposit duration assumptions discussed previously:

DEPOSIT ASSUMPTIONS

December 31, 2025

December 31, 2024

Product

Effective duration

(-200 bps)

Effective duration (unchanged)

Effective duration

(+200 bps)

Effective duration

(-200 bps)

Effective duration (unchanged)

Effective duration

(+200 bps)

Demand deposits

4.9%

4.2%

3.7%

4.2%

3.5%

2.9%

Money market

1.9%

1.5%

1.3%

1.9%

1.6%

1.4%

Savings and interest-bearing checking

2.2%

1.8%

1.6%

2.1%

1.8%

1.6%

As previously discussed, we utilize derivative instruments to manage interest rate risk. The following schedule presents derivatives designated in qualifying hedging relationships, as well as certain derivatives used as economic hedges that are not designated as accounting hedges, at December 31, 2025. It includes the average outstanding derivative notional amounts for each reporting period presented and the weighted-average fixed rates paid or received across cash flow and fair value hedge categories. For more information regarding our hedge accounting strategies and the impact of these hedging relationships on interest income and expense, see Note 7 of the Notes to Consolidated Financial Statements.

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DERIVATIVES DESIGNATED IN QUALIFYING HEDGING RELATIONSHIPS AND CERTAIN ECONOMIC HEDGES

2026

2027

2028

2029

(Dollar amounts in millions)

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Cash flow hedges

Cash flow hedges of assets 1

Average outstanding notional 2

$

5,712

$

2,437

$

2,650

$

2,607

$

1,584

$

1,428

$

1,248

$

724

$

292

$

95

Weighted-average fixed-rate received

3.59 

%

3.44 

%

3.37 

%

3.37 

%

3.40 

%

3.43 

%

3.41 

%

3.57 

%

3.82 

%

3.79 

%

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

Fair value hedges

Fair value hedges of debt 3

Average outstanding notional 2

$

1,000 

$

814 

$

500 

$

500 

$

500 

$

500 

$

500 

$

500 

$

441 

$

— 

Weighted-average fixed-rate received

4.32 

%

4.23 

%

3.93 

%

3.93 

%

3.93 

%

3.93 

%

3.93 

%

3.93 

%

3.93 

%

— 

%

Fair value hedges of assets 4

Average outstanding notional 2

$

5,546

$

5,533

$

4,787

$

3,550

$

2,375

$

1,943

$

1,777

$

1,554

$

1,371

$

890

Weighted-average fixed-rate paid

3.34 

%

3.34 

%

3.27 

%

3.12 

%

2.94 

%

2.82 

%

2.77 

%

2.67 

%

2.77 

%

2.32 

%

1 Cash flow hedges of assets consist of receive-fixed interest rate swaps used to hedge pools of floating-rate loans. This category also includes certain short-dated interest rate futures executed as economic hedges of floating-rate loans but not designated as accounting hedges. Gains and losses from these economic hedges are recorded in interest income.

2 Notional amounts for forward-starting derivatives are excluded until the trades become effective.

3 Fair value hedges of debt consist of receive-fixed swaps that hedge fixed-rate subordinated notes and senior notes.

4 Fair value hedges of assets consist of pay-fixed swaps that hedge fixed-rate AFS securities and fixed-rate commercial loans.

At December 31, 2025, we had $37 million of net losses deferred in accumulated other comprehensive income (“AOCI”) related to terminated cash flow hedges. These deferred amounts are amortized into interest income on a straight-line basis over the original maturity periods of the respective hedges, provided the forecasted transactions are expected to occur.

The following schedule presents the amounts deferred in AOCI from terminated cash flow hedges, which are expected to be fully reclassified into interest income by the fourth quarter of 2027:

SCHEDULED OCI AMORTIZATION FOR TERMINATED CASH FLOW HEDGES

2026

2027

(In millions)

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Cash flow hedges

Cash flow hedges of assets

Periodic amortization of deferred losses

$

(10)

$

(8)

$

(6)

$

(5)

$

(4)

$

(3)

$

(1)

$

—

Earnings at Risk (EaR) and Economic Value of Equity (EVE)

Incorporating our deposit assumptions, the effects of derivatives designated in qualifying hedging relationships, and certain short-dated economic hedges, the following schedule presents our earnings at risk (“EaR”), which we define as the percentage change in projected 12-month net interest income and the estimated percentage change in EVE. Both EaR and EVE are based on a static balance sheet and reflect instantaneous, parallel shifts in interest rates ranging from -200 to +200 bps. These metrics are intended to illustrate the sensitivity of net interest income and equity value to changes in interest rates across a range of scenarios and should not be interpreted as forecasts of expected net interest income.

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INCOME SIMULATION – CHANGE IN NET INTEREST INCOME AND CHANGE IN ECONOMIC VALUE OF EQUITY

December 31, 2025

December 31, 2024

Parallel shift in rates (in bps) 1

Parallel shift in rates (in bps) 1

Repricing scenario

-200

-100

0

+100

+200

-200

-100

0

+100

+200

Earnings at Risk

(EaR)

(7.8)

%

(4.0)

%

— 

%

4.0 

%

7.9 

%

(8.9)

%

(4.5)

%

— 

%

4.4 

%

8.7 

%

Economic Value of Equity

(EVE)

(1.5)

%

(0.3)

%

— 

%

(0.5)

%

(1.4)

%

0.1 

%

0.6 

%

— 

%

(1.7)

%

(3.6)

%

1 Assumes rates do not decline below zero in the negative rate shifts.

Asset sensitivity, as measured by EaR, declined during 2025, primarily due to shifts in the composition of funding balances. Under current deposit assumptions, interest rate risk remains within established policy limits. For interest-bearing deposits with indeterminable maturities, the weighted average modeled beta was 52%.

Prepayment assumptions are a key factor in the management of interest rate risk. Certain assets within our portfolio, such as 1-4 family residential mortgages and mortgage-backed securities, are subject to borrower-driven prepayments, which can significantly affect projected cash flows. At December 31, 2025 and 2024, estimated lifetime prepayment speeds for loans were 14.8% and 13.7%, respectively, reflecting the impact of declining mortgage rates. For mortgage-backed securities, estimated prepayment speeds were 7.0% for both periods.

Our EaR analysis primarily evaluates the impact of parallel rate shocks across the term structure of benchmark interest rates. Additionally, we perform non-parallel rate shock scenarios to identify potential risks that may not be captured under parallel rate assumptions. In these non-parallel rate scenarios, the most significant effects on EaR typically stem from movements in short-term interest rates.

EaR has inherent limitations in capturing anticipated changes in net interest income in changing interest rate environments, primarily due to timing mismatches in the repricing behavior of assets and liabilities. To address this, we provide measures of “latent” and “emergent” interest rate sensitivity, which compare current-quarter net interest income with projected net interest income for the same quarter one year forward. Unlike EaR, which assesses net interest income variability over a 12-month horizon, latent and emergent sensitivity metrics provide additional insight into near-term earnings dynamics amid changing rate conditions. As previously noted, these measures are intended to illustrate the sensitivity of net interest income and equity value to changes in interest rates across a range of scenarios and should not be interpreted as forecasts of expected net interest income.

Latent interest rate sensitivity captures anticipated changes in net interest income driven by prior interest rate movements that have not yet been fully reflected in current revenue but are expected to materialize in the near term, assuming no changes in interest rates and a static balance sheet. Latent sensitivity is projected to increase net interest income by approximately 7.0% for 2026, compared with 2025.

Emergent interest rate sensitivity reflects the projected incremental changes in net interest income resulting from future interest rate movements, measured relative to the latent level of net interest income. Assuming interest rates follow the forward curve at December 31, 2025, emergent sensitivity is modeled to reduce net interest income by approximately 2.8% from the latent level, yielding a cumulative increase of 4.2% in net interest income for 2026, compared with 2025. Under a parallel interest rate shock of +/- 100 bps to the implied forward rate path, cumulative net interest income sensitivity is projected to range between 0.5% and 9.8%.

Our strategic focus on business banking plays a significant role in our asset-liability management approach. At December 31, 2025, $30.5 billion of commercial and CRE loans were scheduled to reprice within the next six months. To manage the interest rate exposure associated with these variable-rate loans, we had $2.8 billion in notional of receive-fixed swaps designated as cash flow hedges, as well as $4.0 billion in notional of short-dated Secured Overnight Financing Rate (“SOFR”) futures. Additionally, at December 31, 2025, $4.7 billion in variable-rate consumer loans were also scheduled to reprice within the same period. For additional information regarding derivative instruments, see Notes 3 and 7 of the Notes to Consolidated Financial Statements.

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Fixed Income

We are subject to market risk arising from fluctuations in the fair value of financial instruments, including trading securities and interest rate swaps used to hedge interest rate exposure. Our underwriting activities include municipal and corporate securities, and we actively trade in municipal, agency, and U.S. Treasury securities. These activities expose us to potential losses resulting from adverse price movements in fixed-income markets.

Changes in the fair value of AFS securities and interest rate swaps that qualify as cash flow hedges are recognized in AOCI each reporting period. For additional information on investment securities and AOCI, refer to the “Capital Management” section on page 80. For more information on the accounting treatment of investment securities, see Note 5 of the Notes to Consolidated Financial Statements.

Equity Investments

Through our equity investment activities, we hold both publicly traded equity securities and non-marketable equity securities in governmental entities and institutions, such as the FRB and the FHLB. Depending on our ownership interest and level of influence over an investee’s operations, equity investments may be accounted for using various methods, including cost less impairment (adjusted for observable price changes), fair value, the equity method, or proportional or full consolidation. Regardless of the accounting method, the value of these investments is subject to fluctuations, and we may incur losses if the fair value declines below the acquisition cost. The Equity Investments Committee and Securities Valuation Committee are responsible for evaluating, monitoring, and approving equity investments in both private and public companies.

We hold investments primarily in pre-public companies, largely through a variety of SBIC funds. This investment strategy is intended to support the financing, growth, and expansion of diverse businesses, generally within our geographic footprint. At December 31, 2025 and 2024, our equity exposure to these investments totaled approximately $271 million and $204 million, respectively.

Occasionally, companies within our SBIC portfolio may complete an initial public offering (“IPO”), which introduces additional market risk due to post-IPO lock-up restrictions. In the second quarter of 2025, one of our SBIC investments successfully completed an IPO. This investment is marked-to-market until our shares have been fully divested. For additional information regarding the valuation of SBIC investments, see Note 3 of the Notes to Consolidated Financial Statements.

Liquidity Risk Management

Liquidity refers to our ability to meet cash, contractual, and collateral obligations while effectively managing both anticipated and unanticipated cash flow requirements without negatively impacting our operations or financial strength. We manage liquidity to provide funding for customer credit needs, financial and contractual commitments, and other corporate activities. Our primary sources of liquidity include deposits, borrowings, equity, and the repayment or sale of assets such as loans and investment securities. Investment securities are primarily held as a source of contingent liquidity and are generally comprised of instruments that can be readily converted to cash through secured borrowing arrangements, with the securities pledged as collateral.

Our Treasury group is responsible for managing liquidity and funding under the oversight of ALCO. The Treasurer recommends changes to existing funding plans and liquidity and funding policies, which are submitted to ALCO for approval. Policy changes also require approval from the ERMC and the Board. In addition, we maintain and regularly test a contingency funding plan designed to identify potential sources and uses of liquidity.

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Our Board-approved liquidity policy requires continuous monitoring and maintenance of adequate liquidity, diversification of funding sources, and proactive planning for future funding needs. In alignment with this policy, we conduct regular liquidity stress tests and assess our portfolio of highly liquid assets to help maintain coverage of funding requirements under stressed scenarios. These stress tests incorporate projections of funding maturities, anticipated uses of funds, and assumptions regarding deposit runoff. Assumptions consider factors such as deposit account size, operational characteristics, depositor type, and concentrations of funding sources, including large depositors and uncollateralized deposits exceeding insured limits. Highly concentrated funding sources are assigned elevated runoff factors—up to 100%—when modeling stressed funding needs. Liquidity stress testing spans multiple time horizons, from overnight to 12 months. The policy further requires us to maintain sufficient on-balance sheet liquidity, including FRB reserve balances and other highly liquid assets, to meet projected stressed outflows.

We maintain a dedicated funding desk that monitors real-time inflows and outflows within our FRB account. To manage intraday liquidity, we utilize tools such as ready access to repo markets and FHLB advances. FHLB borrowings may be structured as short-term or open-term, providing flexibility to retain or return funds based on liquidity requirements. Additionally, we pledge collateral to the FRB’s primary credit facility (discount window) and a significant portion of our highly liquid investment securities portfolio through the General Collateral Funding (“GCF”) repo program. This program allows us to pledge high-quality collateral and exchange funds anonymously with other participants, providing near-instant access to funding during market hours.

In 2025, the primary sources of cash included a decrease in investment securities, net cash provided by operating activities, a decrease in money market investments, and proceeds from the issuance of long-term debt. The primary uses of cash during the same period included an increase in loans and leases, a decrease in brokered deposits, and a decrease in short-term borrowings. Cash payments for interest, reflected in operating expenses, totaled $1.6 billion and $1.9 billion during 2025 and 2024, respectively.

The FHLB and FRB remain important sources of contingent liquidity and funding. As a member of the FHLB of Des Moines, we have the ability to borrow against eligible loans and securities to meet liquidity and funding needs. To preserve this borrowing capacity, we are required to maintain investments in both FHLB and FRB stock. At December 31, 2025, our total investment in FHLB and FRB stock was $100 million and $54 million, respectively, compared with $124 million and $65 million at December 31, 2024. The average FHLB activity stock holdings in 2025 were $183 million, compared with $85 million in 2024, contributing to an increase in dividends on FHLB activity stock during the year.

At December 31, 2025, loans with a carrying value of $25.2 billion and $18.0 billion were pledged at the FHLB and FRB, respectively, as collateral for current and potential borrowings, compared with $23.4 billion and $17.0 billion at December 31, 2024.

At December 31, 2025 and December 31, 2024, investment securities with carrying values of $17.5 billion and $17.9 billion, respectively, were pledged as collateral to support potential borrowings. These pledged securities included:

•$7.9 billion and $8.7 billion, respectively, designated for available use through the Fixed Income Clearing Corporation's GCF program and other repo programs;

•$4.5 billion and $4.7 billion, respectively, pledged to the FRB and FHLB in total; and

•$5.1 billion and $4.5 billion, respectively, pledged to secure public and trust deposits, advances, and other collateralized obligations.

A significant portion of these pledged assets is unencumbered, but remains pledged to provide immediate access to contingency funding sources. The following schedule presents our total available liquidity, including unused collateralized borrowing capacity:

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AVAILABLE LIQUIDITY

December 31, 2025

December 31, 2024

(Dollar amounts in billions)

FHLB

FRB 1

GCF 2

Total

FHLB

FRB 1

GCF 2

Total

Total borrowing capacity

$

17.4 

$

18.4 

$

8.0 

$

43.8 

$

14.6 

$

17.7 

$

8.6 

$

40.9 

Borrowings outstanding

2.0 

— 

0.1 

2.1 

2.6 

— 

0.3 

2.9 

Remaining capacity, at period end

$

15.4 

$

18.4 

$

7.9 

$

41.7 

$

12.0 

$

17.7 

$

8.3 

$

38.0 

Cash and due from banks

0.7 

0.7 

Interest-bearing deposits 3

2.2 

2.9 

Total available liquidity

$

44.6 

$

41.6 

Ratio of available liquidity to uninsured deposits

130 

%

121 

%

1 Represents borrowing capacity and borrowings outstanding at the Federal Reserve Bank discount window.

2 Includes $3.1 billion and $915 million pledged for use under other repo programs during the respective reporting periods.

3 Represents funds deposited by the Bank primarily at the Federal Reserve Bank.

At December 31, 2025, our total available liquidity was $44.6 billion, compared with $41.6 billion at December 31, 2024. At December 31, 2025, our sources of liquidity exceeded the estimated amount of uninsured deposits of $34.4 billion without the need to sell any investment securities.

Credit Ratings

General financial market and economic conditions affect our access to, and the cost of, external financing. Our ability to access funding markets is also directly influenced by the credit ratings assigned to us by various rating agencies. These ratings not only impact the costs associated with borrowings, but also influence the sources from which we can borrow. All credit rating agencies currently rate our debt at an investment-grade level. In November 2025, S&P upgraded its rating outlook on the Bank to “Stable” from “Negative.” There were no other changes to our credit ratings in 2025.

The following schedule presents our credit ratings:

CREDIT RATINGS

as of January 31, 2026:

Rating agency

Outlook

 Long-term issuer/senior

debt rating

Subordinated debt rating

Short-term debt rating

Kroll

Stable

A-

BBB+

K2

S&P

Stable

BBB+

BBB

NR

Fitch

Stable

BBB+

BBB

F2

Moody’s

Stable

Baa2

NR

P2

We may periodically issue or redeem preferred stock, senior or subordinated notes, or other forms of capital or debt instruments based on our capital requirements, funding needs, asset-liability management objectives, or prevailing market conditions. Certain issuances may be subject to regulatory approval.

In the third quarter of 2025, we issued $500 million of 4.70% Fixed-to-Floating Senior Notes with a maturity date of August 18, 2028. In the fourth quarter of 2024, we issued $500 million of 6.82% Fixed-to-Floating Subordinated Notes due 2035 and fully redeemed the outstanding shares of our Series G, I, and J preferred stock, along with $88 million of 6.95% Fixed-to-Floating Subordinated Notes due 2028. On February 4, 2026, we issued $500 million of 4.48% Fixed-to-Floating Senior Notes, due 2029. We believe our available liquidity sources are sufficient to meet all reasonably foreseeable short- and intermediate-term obligations.

For additional information regarding capital actions, see “Capital Management” on page 80. For further discussion of a recent regulatory proposal that would expand long-term debt requirements and affect our sources of available liquidity, refer to “Regulatory Developments” within Supervision and Regulation on page 9.

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Contractual Obligations

The following schedule presents certain contractual obligations at December 31, 2025:

CONTRACTUAL OBLIGATIONS

(In millions)

One year or less

Over one year through three years

Over three years through five years

Over five years

Indeterminable maturity 1

Total

Deposits

$

9,776 

$

96 

$

34 

$

1 

$

65,737 

$

75,644 

Unfunded lending commitments

8,198 

7,551 

4,470 

9,067 

— 

29,286 

Standby letters of credit:

Financial

643 

— 

— 

— 

— 

643 

Performance

288 

— 

— 

— 

— 

288 

Commercial letters of credit

27 

— 

— 

— 

— 

27 

Commitments to make venture and other noninterest-bearing investments 2

— 

— 

— 

— 

73 

73 

Federal funds and other short-term borrowings

3,104 

— 

— 

— 

— 

3,104 

Long-term debt 3

— 

499 

466 

507 

— 

1,472 

Operating leases

42 

69 

60 

143 

— 

314 

Total contractual obligations

$

22,078 

$

8,215 

$

5,030 

$

9,718 

$

65,810 

$

110,851 

1 Indeterminable maturity deposits include noninterest-bearing demand deposits, savings accounts, and money market deposits.

2 Commitments to make venture and other noninterest-bearing investments do not have defined maturity dates. These commitments are payable on demand and may be drawn immediately; therefore, they are presented as having indeterminable maturities.

3 The amounts presented do not reflect the impact of associated fair value hedges.

In addition to the commitments and contractual obligations presented in the schedule above, we enter into various contractual arrangements in the ordinary course of business. These include agreements for software licensing and maintenance, telecommunications services, facilities maintenance and equipment servicing, supply procurement, and other goods and services essential to our operations. Certain contracts are renewable or cancellable on an annual basis or at shorter intervals; however, to secure favorable pricing, we may also enter into multi-year agreements.

We also enter into derivative contracts that may require cash settlements based on changes in interest rates. These contracts are recorded at fair value on the balance sheet, reflecting the net present value of expected future cash inflows and outflows based on current market interest rates. For further information regarding derivative contracts, see Note 7 of the Notes to Consolidated Financial Statements.

Operational, Technology, and Cybersecurity Risk Management

Operational Risk Management

Operational risk refers to the potential impact on current or anticipated earnings or capital arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events. ERM supports employees, management, and the Board in assessing, measuring, managing, and monitoring this risk in accordance with our Risk Management Framework. For example, we maintain documented control self-assessments related to financial reporting under the 2013 framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and FDICIA requirements.

To manage operational risk, we have implemented a comprehensive set of measures, including:

•Transactional documentation requirements to maintain accuracy and completeness.

•Systems and procedures for monitoring transactions and positions to detect anomalies promptly.

•Controls to identify and mitigate fraud attempts, system penetrations, unauthorized access to customer data, and denial-of-access service incidents affecting legitimate customers.

•Regulatory compliance reviews to maintain adherence to applicable laws and regulations.

•Periodic evaluations by Compliance Risk Management, Internal Audit, Operational Risk Management, and Credit Examination departments to validate control effectiveness.

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We have established reconciliation procedures to support data processing systems in consistently and accurately capturing critical information. Oversight of data integrity and availability is provided by our Enterprise Data & Analytics department. Additionally, we maintain disaster recovery and business continuity plans to sustain operations in the event of natural or other catastrophic events. Certain operational risks are further managed through insurance coverage, including errors and omissions and professional liability policies.

We are committed to continuously enhancing our operational risk management practices through proactive risk identification, risk and control self-assessments, business process mappings, regular control testing, and anti-fraud measures. These activities are routinely reported to enterprise management committees. Key metrics—such as operational losses, supplier risk, model risk, and change initiative risk—are established in accordance with our Risk Management Framework and overseen by Operational Risk Management. These metrics are incorporated into the Enterprise Risk Profile to monitor aggregated risks against board-established appetites. In addition, we regularly review and strengthen our enterprise business resiliency and fraud risk oversight programs.

Technology Risk Management

Technology risk refers to the potential adverse impact on business operations and customer experience resulting from reduced or denied availability, or inadequate value delivery, associated with technology applications, infrastructure, or processes. To manage these risks, we make significant investments to strengthen our technology capabilities and address technical debt arising from outdated and unsupported systems. These efforts include updating core banking platforms and enterprise applications, as well as implementing innovative digital solutions for customer engagement.

All technology projects, initiatives, and operational activities are governed by a change management framework designed to assess risks and minimize disruption to business processes and resource allocation. Proposed changes—such as new, expanded, or modified products and services, new lines of business, and other strategic initiatives—are subject to regular review and approval by the Change, Initiatives, and Technology Committee. This committee comprises senior executives, including the Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Technology and Operations Officer, and Chief Risk Officer. Risk assessments and change impact analyses conducted under this framework are reported to the ROC.

At the operational level, technology governance is managed by the Enterprise and Technology Operations (“ETO”) division to promote safety, soundness, operational resilience, and compliance with established technology policies. ETO management actively participates in enterprise architecture review boards and technology risk committees to evaluate ongoing objectives related to enterprise standards compliance, strategic alignment, end-of-life planning, audit and risk issue resolution, and asset management. Defined thresholds trigger escalation of associated risks to the ERMC and ROC committees as appropriate.

We have implemented a framework for the responsible use and oversight of AI, guided by established policies and standards, and overseen by the Data and AI Governance Committee. This committee—comprising senior leaders from risk, legal, technology, and data functions—sets policy, monitors risk and related events, and helps maintain adherence to regulatory and ethical standards.

AI use cases are subject to ongoing governance, risk assessment, and appropriate oversight to maintain compliance with applicable laws, ethical standards, and organizational policies. This process includes evaluating AI models for potential bias, transparency, and data privacy risks, as well as monitoring third-party AI solutions for contractual and regulatory compliance. Our governance framework requires that AI-enabled processes remain explainable and auditable, supported by controls designed to manage outcomes and escalate issues when necessary. These measures help mitigate the financial, operational, and reputational risks associated with AI adoption.

Cybersecurity Risk Management

Cybersecurity risk is the risk of adverse impacts to the confidentiality, integrity, and availability of data owned, stored, or processed by the Bank. For information about our approach to managing cybersecurity risk, see Part I, Item 1C. Cybersecurity on page 26.

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Capital Management

The Board is responsible for approving key policies related to capital management and has delegated the oversight of capital risk to the Capital Management Committee (“CMC”). Chaired by the Chief Financial Officer and comprising members of management, the CMC’s primary role is to recommend and administer Board-approved capital policies governing our capital strategy. Major responsibilities of the CMC include:

•Setting overall capital targets within the Board-approved Capital Policy, monitoring performance against policy limits, and recommending adjustments to capital structure, including dividends, common stock issuances and repurchases, subordinated debt, and other strategic actions to maintain well-capitalized levels.

•Maintaining an adequate capital buffer to withstand adverse stress scenarios while continuing to meet customer borrowing needs and ensuring access to wholesale funding, consistent with fiduciary responsibilities to depositors and bondholders.

•Evaluating capital adequacy, stress-testing results, and related indicators that influence our ability to maintain strong market confidence and flexible access to funding.

We believe maintaining a strong capital position is critical to achieving our key corporate objectives, sustaining profitability, and reinforcing confidence among depositors and investors. We focus on: (1) maintaining sufficient capital to support the current needs and growth of our businesses, aligned with our assessment of their potential to deliver shareholder value, and (2) meeting our obligations to depositors and bondholders while prudently managing capital distributions to shareholders through dividends and common stock repurchases.

We utilize stress testing as an important tool to inform our decisions on the appropriate level of capital to maintain, based on hypothetically stressed economic conditions, including the FRB’s supervisory severely adverse scenario. The timing and magnitude of capital actions are influenced by various factors, such as financial performance, business needs, prevailing and anticipated economic conditions, internal stress testing results, and approvals from both the Board and the OCC. Share repurchases may occur periodically in the open market or through privately negotiated transactions.

SHAREHOLDERS’ EQUITY

(Dollar amounts in millions)

December 31,

2025

December 31,

2024

Amount change

Percent change

Shareholders’ equity:

Preferred stock

$

66 

$

66 

$

— 

— 

%

Common stock and additional paid-in capital

1,726 

1,737 

(11)

(1)

Retained earnings

7,329 

6,701 

628 

9 

Accumulated other comprehensive loss

(1,941)

(2,380)

439 

18 

Total shareholders’ equity

$

7,180 

$

6,124 

$

1,056 

17 

Total shareholders’ equity increased $1.1 billion, or 17%, to $7.2 billion at December 31, 2025, compared with $6.1 billion at December 31, 2024. In 2025, we repurchased 0.8 million common shares outstanding for $41 million, compared with 0.9 million common shares repurchased for $36 million in 2024. These amounts include shares acquired under both our publicly announced program and in connection with our stock compensation plan. In January 2026, we publicly announced a plan to repurchase up to $75 million of common shares outstanding during the first quarter of 2026.

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At December 31, 2025, the AOCI balance reflected a net loss of $1.9 billion, primarily attributable to a decline in the fair value of fixed-rate AFS securities driven by changes in interest rates. This amount includes $1.6 billion ($1.2 billion after tax) of unrealized losses associated with securities previously transferred from AFS to HTM. Compared with December 31, 2024, AOCI improved $439 million, primarily due to increases in the fair value of AFS securities, the amortization of unrealized losses associated with the securities transferred from AFS to HTM, and paydowns on AFS securities. The improvement in AOCI had a positive impact on our tangible book value per common share. We use interest rate swaps designated as hedges of our securities to reduce the volatility of our AOCI balance. For more information about these swaps, see Note 7 of the Notes to Consolidated Financial Statements.

Absent any sales or credit impairment of the AFS securities, the unrealized losses will not be recognized in earnings. We do not intend to sell any securities in an unrealized loss position, nor do we believe it is more likely than not that we would be required to sell such securities prior to recovering their amortized cost basis. Although changes in AOCI are reflected in shareholders’ equity, they are currently excluded from regulatory capital and therefore do not impact our regulatory ratios.

Federal banking regulators have proposed implementing the Basel III Endgame framework, which would significantly revise certain capital requirements, including the incorporation of unrealized gains and losses on AFS debt securities into regulatory capital. These changes could affect our current and future capital planning, including share repurchase activity. For more information about the regulatory proposals, see “Regulatory Developments” in the Supervision and Regulation section on page 9. For more information regarding our investment securities portfolio and related unrealized gains and losses, see Note 5 of the Notes to Consolidated Financial Statements.

CAPITAL DISTRIBUTIONS

(In millions, except share data)

2025

2024

Capital distributions:

Preferred dividends paid

$

4

$

41

Bank preferred stock redeemed

—

374

Total capital distributed to preferred shareholders

4

415

Common dividends paid

263

248

Bank common stock repurchased 1

41

36

Total capital distributed to common shareholders

304

284

Total capital distributed to preferred and common shareholders

$

308

$

699

Weighted average diluted common shares outstanding (in thousands)

147,157 

147,215 

Common shares outstanding, at year-end (in thousands)

147,653 

147,871 

1 Includes amounts related to common shares acquired through our publicly announced plans and those acquired in connection with our stock compensation plan. These shares were acquired from employees to cover their payroll taxes and stock option exercise costs upon the exercise of stock options.

Pursuant to the OCC’s “Earnings Limitation Rule,” dividend payments are limited to the sum of net income for the current fiscal year and retained earnings for the two preceding years, unless prior approval is obtained from the OCC to exceed this threshold. As of January 1, 2026, we had $1.1 billion in retained net profits available for distribution.

In 2025, we paid $4 million in dividends on preferred stock, compared with $41 million in 2024. We paid $263 million in dividends on common stock, or $1.76 per share, in 2025, compared with $248 million, or $1.66 per share, in 2024. In January 2026, the Board declared a quarterly dividend of $0.45 per common share, payable on February 19, 2026, to shareholders of record at the close of business on February 12, 2026.

Basel III

We are subject to the Basel III capital requirements, which include specific minimum regulatory capital ratios. At December 31, 2025, we exceeded all capital adequacy requirements under the Basel III framework. Based on our

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internal stress testing and other capital adequacy assessments, we believe our capital levels sufficiently exceed both internal and regulatory requirements for well-capitalized institutions. For more information regarding our compliance with the Basel III capital requirements, see the “Supervision and Regulation” section on page 9 and Note 15 of the Notes to Consolidated Financial Statements.

The following schedule presents our capital amounts, capital ratios, and other selected performance ratios:

CAPITAL AMOUNTS AND RATIOS

(Dollar amounts in millions)

December 31,

2025

December 31,

2024

December 31,

2023

Basel III capital amounts:

Common equity Tier 1 capital

$

7,936 

$

7,363 

$

6,863 

Tier 1 risk-based

8,003 

7,430 

7,303 

Total risk-based

9,510 

9,026 

8,553 

Risk-weighted assets

69,142 

67,685 

66,934 

Basel III capital ratios:

Common equity Tier 1 capital

11.5 

%

10.9 

%

10.3 

%

Tier 1 risk-based

11.6 

%

11.0 

%

10.9 

%

Total risk-based

13.8 

%

13.3 

%

12.8 

%

Tier 1 leverage

9.0 

%

8.3 

%

8.3 

%

Other ratios:

Average equity to average assets

7.4 

%

6.8 

%

6.0 

%

Return on average common equity

13.7 

%

13.1 

%

13.4 

%

Return on average tangible common equity 1

16.6 

%

16.2 

%

17.3 

%

Tangible equity ratio 1

6.9 

%

5.8 

%

5.4 

%

Tangible common equity ratio 1

6.9 

%

5.7 

%

4.9 

%

1 See “Non-GAAP Financial Measures” on page 84 for more information regarding these ratios.

At December 31, 2025, our CET1 capital was $7.9 billion, an increase of 8%, compared with $7.4 billion in the prior year period. The CET1 capital ratio improved to 11.5%, compared with 10.9%. Tangible book value per common share increased $6.94, or 21%, to $40.79, mainly due to an increase in retained earnings and reduced unrealized losses in AOCI. For more information on non-GAAP financial measures, see page 84.

In 2023, federal banking regulators proposed significant revisions to capital requirements and expanded long-term debt requirements. For more information about these and other regulatory proposals, see “Regulatory Developments” in the Supervision and Regulation section on page 9.

CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

Note 1 of the Notes to Consolidated Financial Statements provides an overview of our significant accounting policies. Certain policies that we consider critical are described below because the related balances and estimates have a material impact on our consolidated financial statements. Any changes to these amounts, including revisions to estimates, may also have a significant effect on the financial statements. Understanding these policies and the related estimates is essential for interpreting our financial condition.

In developing these estimates, we apply complex and subjective judgments, many of which involve a high degree of uncertainty. The following discussion addresses these critical accounting policies and related estimates.

Where applicable, this document includes sensitivity analyses and illustrative examples to demonstrate the potential impact of changes in assumptions on various financial transactions. These sensitivities are hypothetical and should be interpreted with caution. Changes in estimates result from variations in underlying assumptions and cannot be extrapolated in a simple, linear manner. Furthermore, a change in one assumption often influences other assumptions, which may amplify or offset the overall effect.

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Allowance for Credit Losses

The ACL comprises both the ALLL and the RULC. It represents our estimate of current expected credit losses related to the loan and lease portfolio, as well as unfunded lending commitments, as of the balance sheet date. The ACL for our HTM debt securities portfolio is estimated separately from loans and is not presented separately on the consolidated balance sheet because the amount is not significant. At both December 31, 2025 and 2024, the ACL for debt securities was less than $1 million.

Because the ACL is based on economic forecasts that inherently vary over time, it may fluctuate significantly from period to period. Any unfavorable differences between the actual credit-related outcomes and our estimates could result in additional provisions for credit losses.

Determination of the ACL involves a combination of quantitative models and management’s qualitative judgment, considering various factors over the life of the loan. Key assumptions in the quantitative model include the economic forecast, the duration of the reasonable and supportable forecast period, the length of the reversion period, prepayment rates, and the credit quality of the portfolio. The quantitative estimate incorporates losses under multiple economic scenarios—optimistic, baseline, and stressed economic conditions. Management applies qualitative adjustments to scenario weightings to align with its assessment of current conditions and reasonable and supportable forecasts.

If the ACL were calculated using only the baseline economic scenario rather than weighting multiple scenarios, the quantitatively determined ACL at December 31, 2025 would decrease by approximately $123 million. Conversely, if the probability of default for all pass-graded loans were immediately downgraded by one grade on our internal risk-grading scale, the ACL would increase by approximately $29 million. These sensitivity analyses are hypothetical and are provided solely to illustrate the potential impact of changes in economic forecasts and risk grades on the ACL estimate.

For more information on the processes and methodologies used to estimate the ACL, see Note 6 of the Notes to Consolidated Financial Statements.

Fair Value

We measure certain assets and liabilities at fair value, which represents the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. To promote consistency and comparability in fair value measurements, we apply a three-level hierarchy for valuation inputs:

•Level 1 — Observable inputs based on quoted prices in active markets.

•Level 2 — Inputs other than quoted prices that are observable in the market.

•Level 3 — Unobservable inputs, such as internally developed data.

When observable market prices are unavailable, fair value is estimated using valuation techniques such as discounted cash flow analysis. These models incorporate assumptions that market participants would consider in pricing the asset or the liability. The selection and weighting of these techniques may result in a fair value that differs from the carrying amount, and considerable judgment is required to determine the most representative fair value.

For assets and liabilities measured at fair value, we prioritize the use of observable inputs and minimize reliance on unobservable inputs. In certain circumstances, when market-based observable inputs for model-driven valuations are limited, we make judgments regarding assumptions that market participants would likely consider in estimating the fair value of financial instruments. Management regularly evaluates the relevance of these models under current conditions. Changes in market dynamics—such as reduced liquidity or shifts in secondary market activity—may limit the availability of quoted prices or observable data.

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Fair value is applied on a recurring basis for certain assets and liabilities where fair value is the primary accounting measure, and on a nonrecurring basis for other assets and liabilities to assess impairment, determine lower of cost or fair value, or for disclosure purposes.

AFS securities are valued using multiple methodologies, depending on the security type, market data availability, and other factors. AFS securities in an unrealized loss position undergo quarterly reviews for potential credit impairment. If we intend to sell an identified security, or we determine that it is more likely than not that we would be required to sell the security before recovery of its amortized cost basis, we recognize impairment. If neither condition applies, we assess whether any impairment is attributable to credit-related factors, which are recorded as an allowance. Full or partial write-offs of AFS securities are recorded in the period when the security is deemed uncollectible.

While certain assets and liabilities—such as AFS securities—are measured at fair value, most are not adjusted for fair value changes. This asymmetrical accounting treatment can create volatility in AOCI and equity.

For more information regarding fair value estimates, see Note 3 of the Notes to Consolidated Financial Statements.

RECENT ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

Note 2 of the Notes to Consolidated Financial Statements summarizes recently issued accounting pronouncements that we are, or will be, required to adopt. Also described is our assessment of the expected impact these accounting pronouncements may have, if material, on our financial condition and results of operations.

NON-GAAP FINANCIAL MEASURES

This Form 10-K includes certain non-GAAP financial measures alongside those prepared in accordance with generally accepted accounting principles (“GAAP”). Reconciliations between the applicable GAAP measures and the corresponding non-GAAP measures are provided in the accompanying schedules. We believe these adjustments are relevant to evaluating ongoing operating results and offer a meaningful basis for comparing performance across periods. Management uses these non-GAAP measures to assess both financial performance and position. Presenting these measures enables investors to evaluate our results using the same approach applied by management and commonly used within the financial services industry.

Non-GAAP financial measures have inherent limitations and may not be directly comparable to similar measures reported by other financial institutions. While these measures are commonly used by stakeholders to evaluate company performance, they should be viewed as supplemental and not as a substitute for analysis of results prepared in accordance with GAAP. Non-GAAP measures should not be considered in isolation, as they provide an incomplete perspective without reference to GAAP-based financial information.

Tangible Common Equity and Related Measures

Tangible common equity and related metrics are non-GAAP measures that exclude the impact of intangible assets and associated amortization. We believe these measures provide meaningful insight into the utilization of shareholders’ equity and offer a consistent basis for evaluating business performance.

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RETURN ON AVERAGE TANGIBLE COMMON EQUITY (NON-GAAP)

Year Ended December 31,

(Dollar amounts in millions)

2025

2024

2023

Net earnings applicable to common shareholders (GAAP)

$

895 

$

737 

$

648 

Adjustment, net of tax:

Amortization of core deposit and other intangibles

7 

5 

5 

Net earnings applicable to common shareholders, net of tax

(a)

$

902 

$

742 

$

653 

Average common equity (GAAP)

$

6,530 

$

5,630 

$

4,839 

Average goodwill and intangibles

(1,084)

(1,055)

(1,062)

Average tangible common equity (non-GAAP)

(b)

$

5,446 

$

4,575 

$

3,777 

Return on average tangible common equity (non-GAAP) 1

(a/b)

16.6 

%

16.2 

%

17.3 

%

1 Excluding the effect of AOCI from average tangible common equity would result in associated returns of 11.8%, 10.4%, and 9.7% for the periods presented, respectively.

TANGIBLE EQUITY RATIO, TANGIBLE COMMON EQUITY RATIO, AND TANGIBLE BOOK VALUE PER COMMON SHARE (ALL NON-GAAP MEASURES)

(Dollar amounts in millions, except per share amounts)

December 31,

2025

2024

2023

Total shareholders’ equity (GAAP)

$

7,180

$

6,124

$

5,691

Goodwill and intangibles

(1,091)

(1,052)

(1,059)

Tangible equity (non-GAAP)

(a)

6,089

5,072

4,632

Preferred stock

(66)

(66)

(440)

Tangible common equity (non-GAAP)

(b)

$

6,023

$

5,006

$

4,192

Total assets (GAAP)

$

88,990

$

88,775

$

87,203

Goodwill and intangibles

(1,091)

(1,052)

(1,059)

Tangible assets (non-GAAP)

(c)

$

87,899

$

87,723

$

86,144

Common shares outstanding (in thousands)

(d)

147,653

147,871

148,153

Tangible equity ratio (non-GAAP)

(a/c)

6.9 

%

5.8 

%

5.4 

%

Tangible common equity ratio (non-GAAP)

(b/c)

6.9 

%

5.7 

%

4.9 

%

Tangible book value per common share (non-GAAP)

(b/d)

$40.79

$33.85

$28.30

Efficiency Ratio and Adjusted Pre-Provision Net Revenue

The efficiency ratio measures operating expenses relative to revenue and provides insight into the cost of generating revenue. We adjust this ratio to exclude certain items that are not generally expected to recur frequently, as detailed in the accompanying schedule. These adjustments enhance comparability across reporting periods. Adjusted noninterest expense reflects how effectively we manage operating expenses, while adjusted pre-provision net revenue enables management and stakeholders to evaluate our capacity to generate capital. Additionally, taxable-equivalent net interest income facilitates comparability between revenue derived from taxable and tax-exempt sources.

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EFFICIENCY RATIO (NON-GAAP) AND ADJUSTED PRE-PROVISION NET REVENUE (NON-GAAP)

(Dollar amounts in millions)

2025

2024

2023

Noninterest expense (GAAP)

(a)

$

2,138 

$

2,046 

$

2,097 

Adjustments:

Severance costs

16 

3 

14 

Other real estate expense, net

(2)

(1)

— 

Amortization of core deposit and other intangibles

8 

7 

6 

Restructuring costs

— 

— 

1 

SBIC investment success fee accrual

5 

1 

— 

FDIC special assessment

(11)

11 

90 

Total adjustments

(b)

16 

21 

111 

Adjusted noninterest expense (non-GAAP)

(c)=(a-b)

$

2,122 

$

2,025 

$

1,986 

Net interest income (GAAP)

(d)

$

2,627 

$

2,430 

$

2,438 

Fully taxable-equivalent adjustments

(e)

46 

45 

41 

Taxable-equivalent net interest income (non-GAAP)

(f)=(d+e)

2,673 

2,475 

2,479 

Customer-related noninterest income (GAAP)

(g)

662 

639 

616 

Net credit valuation adjustment (CVA) 1

(h)

(9)

— 

(4)

Adjusted customer-related noninterest income (non-GAAP)

(i)=(g-h)

671 

639 

620 

Noncustomer-related noninterest income (GAAP)

(j)

96 

61 

61 

Securities gains (losses), net

(k)

52 

19 

4 

Adjusted noncustomer-related noninterest income (non-GAAP)

(l)=(j-k)

44 

42 

57 

Combined income (non-GAAP)

(m)=(f+g+j)

$

3,431 

$

3,175 

$

3,156 

Adjusted taxable-equivalent revenue (non-GAAP)

(n)=(f+i+l)

3,388 

3,156 

3,156 

Pre-provision net revenue (non-GAAP)

(m)-(a)

$

1,293 

$

1,129 

$

1,059 

Adjusted PPNR (non-GAAP)

(n)-(c)

1,266 

1,131 

1,170 

Efficiency ratio (non-GAAP) 2

(c/n)

62.6 

%

64.2 

%

62.9 

%

1 Effective the first quarter of 2025, capital markets fees and income included the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income.

2 Excluding the $15 million charitable contribution, adjusted noninterest expense for 2025 would have been $2.11 billion, resulting in an efficiency ratio of 62.2%.