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ASSOCIATED BANC-CORP

For the period ended Dec 31, 2025. Filed Feb 12, 2026.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 12, 2026

ASB$30.36-0.6%Stored close · as of Nov 6, 2026

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Item 8. Financial Statements and Supplementary Data

ITEM 8.Financial Statements and Supplementary Data
December 31,
(In thousands, except share and per share data)20252024
Assets
Cash and due from banks$574,698$544,059
Interest-bearing deposits in other financial institutions1,144,123453,590
Federal funds sold and securities purchased under agreements to resell1,40021,955
AFS investment securities, at fair value5,397,5634,581,434
HTM investment securities, net, at amortized cost3,602,5193,738,687
Equity securities26,06023,242
Regulatory stocks, at cost252,514179,665
Residential loans held for sale72,499646,687
Commercial loans held for sale—32,634
Loans31,163,61429,768,586
Allowance for loan losses(378,068)(363,545)
Loans, net30,785,54629,405,041
Tax credit and other investments236,657258,886
Premises and equipment, net381,624379,093
Bank and corporate owned life insurance694,452689,000
Goodwill1,104,9921,104,992
Other intangible assets, net22,84931,660
Mortgage servicing rights, net86,33787,683
Interest receivable161,118167,772
Other assets657,645676,987
Total assets$45,202,596$43,023,068
Liabilities and stockholders' equity
Noninterest-bearing demand deposits$6,126,632$5,775,657
Interest-bearing deposits29,425,97628,872,777
Total deposits35,552,60834,648,434
Short-term funding307,864470,369
FHLB advances3,268,0941,853,807
Other long-term funding594,276837,635
Allowance for unfunded commitments41,27638,776
Accrued expenses and other liabilities463,131568,485
Total liabilities$40,227,249$38,417,506
Stockholders’ equity
Preferred equity$194,112$194,112
Common equity
Common stock$1,890$1,890
Surplus2,050,4102,047,349
Retained earnings3,226,7562,919,252
Accumulated other comprehensive loss(7,566)(74,416)
Treasury stock, at cost(490,255)(482,626)
Total common equity4,781,2354,411,450
Total stockholders’ equity4,975,3474,605,562
Total liabilities and stockholders’ equity$45,202,596$43,023,068
Preferred shares authorized (par value $1.00 per share)750,000750,000
Preferred shares issued and outstanding200,000200,000
Common shares authorized (par value $0.01 per share)250,000,000250,000,000
Common shares issued189,016,409189,016,409
Common shares outstanding165,979,940166,177,658
For the Years Ended December 31,
(in thousands, except per share data)202520242023
Interest income
Interest and fees on loans$1,782,390$1,830,241$1,720,406
Interest and dividends on investment securities
Taxable288,200198,579146,006
Tax-exempt55,59858,57263,233
Other interest46,56835,31228,408
Total interest income2,172,7562,122,7041,958,052
Interest expense
Interest on deposits803,918901,804673,624
Interest on federal funds purchased and securities sold under agreements to repurchase10,41511,75412,238
Interest on other short-term funding1,01617,5971
Interest on FHLB advances113,25398,520196,535
Interest on other long-term funding43,00945,78136,080
Total interest expense971,6111,075,456918,479
Net interest income1,201,1451,047,2481,039,573
Provision for credit losses53,99684,98683,021
Net interest income after provision for credit losses1,147,149962,263956,552
Noninterest income
Wealth management fees96,57992,56982,502
Service charges and deposit account fees53,64951,64249,045
Card-based fees46,62946,92145,020
Other fee-based revenue21,21619,49917,268
Capital markets, net32,04822,08424,649
Mortgage banking, net14,50210,68619,429
Loss on mortgage portfolio sale(6,976)(130,406)(136,239)
Bank and corporate owned life insurance17,19513,47710,266
Asset gains (losses), net1,565(1,042)454
Investment securities gains (losses), net49(144,147)(58,903)
Other9,9449,3109,691
Total noninterest income (loss)286,400(9,407)63,182
Noninterest expense
Personnel521,723487,956468,355
Technology110,877107,563102,018
Occupancy55,01154,62257,204
Business development and advertising31,61428,14228,405
Equipment20,27718,43119,663
Legal and professional23,93421,60119,911
Loan and foreclosure costs8,2648,4715,408
FDIC assessment36,71338,43967,072
Other intangible amortization8,8118,8118,811
Loss on prepayments of FHLB advances—14,243—
Other38,41530,11836,837
Total noninterest expense855,639818,397813,682
Income before income taxes577,910134,459206,052
Income tax expense103,13311,31423,097
Net income474,777123,145182,956
Preferred stock dividends11,50011,50011,500
Net income available to common equity$463,277$111,645$171,456
Earnings per common share
Basic$2.79$0.73$1.14
Diluted$2.77$0.72$1.13
Average common shares outstanding
Basic165,079151,933149,968
Diluted166,613153,347150,860
For the Years Ended December 31,
(in thousands)202520242023
Net income$474,777$123,145$182,956
Other comprehensive income (loss), net of tax
AFS investment securities
Net unrealized gains (losses)54,271(23,978)41,145
Amortization of net unrealized losses on AFS securities transferred to HTM securities7,7308,3609,025
Reclassification adjustment for net losses realized in net income—148,38064,940
Income tax expense(15,464)(33,114)(30,560)
Other comprehensive income on AFS investment securities46,53799,64884,550
Cash flow hedge derivatives
Net unrealized gains (losses)7,243(21,537)(13,254)
Reclassification adjustment for net losses realized in net income4,17216,47813,930
Income tax benefit (expense)2,747710(956)
Other comprehensive income (loss) on cash flow hedge derivatives14,162(4,348)(280)
Defined benefit pension and postretirement obligations
Amortization of prior service cost(252)(290)(326)
Net actuarial gain8,5042,21024,091
Amortization of actuarial loss (gain)16(28)(29)
Income tax expense(2,117)(511)(6,304)
Other comprehensive income on defined benefit pension and postretirement obligations6,1511,38117,432
Total other comprehensive income66,85096,681101,703
Comprehensive income$541,627$219,826$284,659

Consolidated Statements of Changes in Stockholders’ Equity

(in thousands, except per share data) · Preferred Equity · Common Stock
Shares · Amount · Shares · Amount · Surplus · RetainedEarnings · AccumulatedOtherComprehensiveIncome (Loss) · Treasury Stock · Total
Balance, December 31, 2022200$194,112175,216$1,752$1,712,733$2,904,882$(272,799)$(525,190)$4,015,490
Comprehensive income:
Net income—————182,956——182,956
Other comprehensive income——————101,703—101,703
Comprehensive income$284,659
Common stock issued:
Stock-based compensation plans, net————(15,065)——19,3624,297
Purchase of treasury stock, stock-based compensation plans———————(6,593)(6,593)
Cash dividends:
Common stock(a)—————(129,534)——(129,534)
Preferred stock(b)—————(11,500)——(11,500)
Stock-based compensation expense, net————17,155———17,155
Balance, December 31, 2023200$194,112175,216$1,752$1,714,822$2,946,805$(171,096)$(512,421)$4,173,973
Comprehensive income:
Net income—————123,145——123,145
Other comprehensive income——————96,681—96,681
Comprehensive income$219,826
Common stock issued:
Public common stock offering13,800138330,885331,023
Stock-based compensation plans, net————(16,742)——54,31837,576
Purchase of treasury stock, open market purchases———————(18,289)(18,289)
Purchase of treasury stock, stock-based compensation plans———————(6,234)(6,234)
Cash dividends:
Common stock(a)—————(139,197)——(139,197)
Preferred stock(b)—————(11,500)——(11,500)
Stock-based compensation expense, net————18,384———18,384
Balance, December 31, 2024200$194,112189,016$1,890$2,047,349$2,919,252$(74,416)$(482,626)$4,605,562
Comprehensive income:
Net income—————474,777——474,777
Other comprehensive income——————66,850—66,850
Comprehensive income$541,627
Common stock issued:
Public common stock offering——(52)(52)
Stock-based compensation plans, net————(14,508)——21,3966,887
Purchase of treasury stock, open market purchases———————(22,292)(22,292)
Purchase of treasury stock, stock-based compensation plans——————(6,733)(6,733)
Cash dividends:
Common stock(a)—————(155,773)——(155,773)
Preferred stock(b)—————(11,500)——(11,500)
Stock-based compensation expense, net————17,621———17,621
Balance, December 31, 2025200$194,112189,016$1,890$2,050,410$3,226,756$(7,566)$(490,255)$4,975,347

(a) Common stock dividends of $0.93 per share for 2025, $0.89 per share for 2024, and $0.85 per share for 2023.

(b) Series E, $1.46875 per share; and Series F, $1.40625 per share.

For the Years Ended December 31,
(in thousands)202520242023
Cash flows from operating activities
Net income$474,777$123,145$182,956
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses53,99684,98683,021
Depreciation and amortization50,35648,84546,989
Change in MSRs valuation1,441(4,646)(10,660)
Amortization of other intangible assets8,8118,8118,811
Amortization and accretion on earning assets, funding, and other, net42,96944,85738,508
Net amortization of tax credit investments35,50634,84134,246
Losses on sales of investment securities, net—144,32664,864
Asset (gains) losses, net(1,565)1,042(454)
Loss on mortgage banking activities, net3553,5292,919
Loss on mortgage portfolio sale6,976130,406136,239
Net periodic pension benefit(24,720)(20,538)(18,897)
Mortgage loans originated and acquired for sale(647,866)(617,889)(395,834)
Proceeds from sales of mortgage loans held for sale627,867584,781367,707
Changes in certain assets and liabilities:
Decrease (increase) in interest receivable6,6541,797(25,120)
Decrease (increase) in net tax position67,984(36,748)(77,849)
(Decrease) increase in interest payable(18,906)(960)78,539
(Decrease) increase in expense payable(1,061)13,31516,329
Decrease in net derivative position(60,372)(1,127)(93,916)
Increase in BOLI/COLI cash surrender value(17,195)(13,477)(9,231)
Net change in other assets and other liabilities9,68550,95513,572
Net cash provided by operating activities615,692580,249442,740
Cash flows from investing activities
Net increase in loans(1,449,416)(1,334,611)(1,546,391)
Purchases of:
AFS securities(1,960,264)(3,315,219)(1,936,635)
HTM securities(994)—(38,677)
Regulatory stocks and equity securities(235,232)(154,413)(146,308)
Proceeds from:
Sales of AFS securities—1,141,231715,066
Sales of FHLB and Federal Reserve Bank stocks and equity securities159,955226,758202,451
Prepayments, calls, and maturities of AFS securities1,189,9481,159,775397,675
Prepayments, calls, and maturities of HTM securities140,373123,748143,001
Sales, prepayments, calls, and maturities of other assets24,17813,53921,267
Sale of mortgage portfolio564,375—844,362
Premises, equipment, and software(36,374)(44,987)(61,813)
Net change in tax credit and alternative investments(21,356)(34,818)(30,255)
Net cash (used in) investing activities(1,624,807)(2,218,997)(1,436,257)
Cash flows from financing activities
Net increase in deposits904,1741,202,3853,809,948
Net (decrease) increase in short-term funding(162,505)143,589(279,157)
Net increase (decrease) in short-term FHLB advances1,605,250510,000(2,385,000)
Repayment of long-term FHLB advances(611,251)(601,011)(599)
Proceeds from long-term FHLB advances413,8222,6561,369
Loss on prepayments of FHLB advances—(14,243)—
Proceeds from issuance of long-term funding—298,800292,740
Repayment of long term-term funding(250,000)——
Payment of debt issuance costs—(936)—
Repayment of finance lease principal(295)(88)(86)
Proceeds from issuance of common stock—331,023—
Proceeds from issuance of common stock for stock-based compensation plans6,88737,5764,297
Purchase of treasury stock, open market purchases(22,292)(18,289)—
Purchase of treasury stock, stock-based compensation plans(6,733)(6,234)(6,593)
Cash dividends on common stock(155,773)(139,197)(129,534)
Cash dividends on preferred stock(11,500)(11,500)(11,500)
Payments for other financing activities(52)——
Net cash provided by financing activities1,709,7321,734,5291,295,885
Net increase in cash and cash equivalents700,61795,781302,368
Cash and cash equivalents at beginning of period1,019,604923,823621,455
Cash and cash equivalents at end of period$1,720,221$1,019,604$923,823
For the Years Ended December 31,
(in thousands)202520242023
Supplemental disclosures of cash flow information
Cash paid for interest$988,322$1,075,196$838,828
Loans and bank premises transferred to OREO26,22515,8279,841
Capitalized mortgage servicing rights8,7166,7073,564
Loans transferred (from held for sale into portfolio) into held for sale from portfolio, net(56,046)663,0381,058,305
Write-up of equity securities without readily determinable fair values——5,785
Fair value adjustments on hedged long-term FHLB advances and subordinated debt(12,222)661(5,084)
Fair value adjustments on foreign currency exchange forwards(1,332)4,208(1,757)
Fair value adjustment on cash flow hedges14,162(4,348)(280)

Notes to Consolidated Financial Statements

As of and For the Years Ended December 31, 2025, 2024, and 2023

Note 1 Summary of Significant Accounting Policies

The accounting and reporting policies of the Corporation conform to U.S. GAAP and to general practice within the financial services industry. The following is a description of the more significant of those policies.

Associated Banc-Corp is a bank holding company headquartered in Wisconsin. The Corporation provides a full range of banking and related financial services to consumer and commercial customers through its network of bank and nonbank subsidiaries. The Corporation is subject to competition from other financial and non-financial institutions that offer similar or competing products and services. The Corporation is regulated by federal and state agencies and is subject to periodic examinations by those agencies.

Basis of Financial Statement Presentation

The consolidated financial statements include the accounts of the Parent Company and its subsidiaries. Investments in unconsolidated entities (none of which are considered to be variable interest entities in which the Corporation is the primary beneficiary) are accounted for using the cost method of accounting when the Corporation has determined that the cost method is appropriate. Investments not meeting the criteria for cost method accounting are accounted for using the equity method of accounting. Investments in unconsolidated entities are included in tax credit and other investments on the consolidated balance sheets, and the Corporation’s share of income or loss is recorded in other noninterest income, while distributions in excess of the investment are recorded in asset gains, net.

All significant intercompany balances and transactions have been eliminated in consolidation.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and revenues and expenses for the period. Actual results could differ significantly from those estimates. The determination of the ACLL is particularly susceptible to significant change. Management has evaluated subsequent events for potential recognition or disclosure. Within the tables presented, certain columns and rows may not sum due to the use of rounded numbers for disclosure purposes.

Investment Securities

Securities are classified as HTM, AFS, or equity investments on the consolidated balance sheets at the time of purchase. Investment securities classified as HTM, which management has the positive intent and ability to hold to maturity, are reported at amortized cost. Investment securities classified as AFS are intended to be held for an indefinite period of time. These securities are carried at fair value and unrealized gains and losses, net of related deferred income taxes, are included in stockholders' equity as a separate component of OCI. Investment securities classified as equity securities are carried at fair value with changes in fair value immediately reflected in the consolidated statements of income. Any decision to sell AFS securities would be based on various factors, including, but not limited to, asset/liability management strategies, changes in interest rates or prepayment risks, liquidity needs, or regulatory capital considerations. Realized gains or losses on investment security sales (using specific identification method) are included in investment securities gains (losses), net, on the consolidated statements of income. Premiums and discounts are amortized or accreted into interest income over the estimated life (earlier of call date, maturity, or estimated life) of the related security, using a prospective method that approximates level yield.

In certain situations, management may elect to transfer certain investment securities from the AFS classification to the HTM classification. In such cases, the investment securities are reclassified at fair value at the time of transfer. Any unrealized gain or loss included in accumulated other comprehensive income (loss) at the time of transfer is retained therein and amortized over the remaining life of the investment security.

Management measures expected credit losses on HTM securities on a collective basis by major security type. Accrued interest receivable on HTM securities is excluded from the estimate of credit losses. The estimate of expected credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts and is included in HTM investment securities, net, at amortized cost on the consolidated balance sheets.

For AFS securities, on a quarterly basis, the Corporation evaluates whether any decline in fair value has resulted from credit losses or other factors. A determination as to whether a security’s decline in fair value is the result of credit risk takes into consideration numerous factors and the relative significance of any single factor can vary by security. Some factors the Corporation may consider in this impairment analysis include the extent to which the security has been in an unrealized loss position, the change in security rating, financial condition and near-term prospects of the issuer, as well as security and industry specific economic conditions.

In making this assessment, management considers the extent to which fair value is less than amortized cost, any changes to the rating of the security by a rating agency, and adverse conditions specifically related to the security, among other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses on investments is recorded for the credit loss, limited by the amount that the fair value is less than the amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses on investments is recognized in OCI.

Changes in the allowance for credit losses on investments are recorded as provision for, or reversal of, credit loss expense. Losses are charged against the allowance when management believes the AFS security is uncollectible or when either of the criteria regarding intent or requirement to sell is met. Accrued interest receivable on AFS securities is excluded from the estimate of credit losses.

Regulatory Stocks

The Corporation is required to maintain Federal Reserve Bank stock and FHLB stock as a member of both the Federal Reserve System and the FHLB, and in amounts as required by these institutions. These securities are “restricted” in that they can only be sold back to the respective institutions or another member institution at par. Therefore, they are less liquid than other marketable equity securities and their fair value is equal to amortized cost.

Loans Held for Sale

Residential Loans Held for Sale: Residential loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at estimated fair value. Management has elected the fair value option to account for all newly originated mortgage loans held for sale, which results in the financial impact of changing market conditions being reflected currently in earnings as opposed to being dependent on the timing of sales. Therefore, the continually adjusted values better reflect the price the Corporation expects to receive from the sale of such loans. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics.

Commercial Loans Held for Sale: Commercial loans held for sale are carried at LOCOM. The estimated fair value is based on a discounted cash flow analysis.

Loans

Management has the ability and intention to hold certain loans for the foreseeable future, until maturity, or pay-off. These loans are reported at their outstanding principal balances, net of any deferred fees and costs on originated loans. Origination fee income received on loans and amounts representing the estimated direct costs of origination are deferred and amortized to interest income over the life of the loan using the effective interest method. An ACLL is established for estimated credit losses in the loan portfolio. See Allowance for Credit Losses on Loans below for further policy discussion.

Nonaccrual Loans: Management considers a loan to be nonaccrual when it believes it will be unable to collect all amounts due according to the original contractual terms of the note agreement, including both principal and interest.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are generally placed on nonaccrual status when contractually past due 90 days or more as to interest or principal payments, unless the loan is well-secured and in the process of collection. The accrual of interest income for commercial loans is discontinued when there is a clear indication that the borrower’s cash flow may not be sufficient to meet payments as they become due. The accrual of interest income for consumer loans is discontinued when loans reach specific delinquency levels.

Additionally, whenever management becomes aware of facts or circumstances that may adversely impact the collectability of principal or interest on loans, it is management’s practice to place such loans on a nonaccrual status immediately, rather than delaying such action until the loans become 90 days past due. When a loan is placed on nonaccrual status, previously accrued and uncollected interest is reversed, amortization of related deferred loan fees or costs is suspended, and income is recorded only to the extent that interest payments are subsequently received in cash and a determination has been made that the principal and interest of the loan is collectible. If collectability of the principal and interest is in doubt, payments received are applied to loan principal.

The determination as to the ultimate collectability of the loan's remaining recorded investment must be supported by a current, well-documented credit evaluation of the borrower’s financial condition and prospects for repayment, including consideration of the borrower’s sustained historical repayment performance and other relevant factors. A nonaccrual loan is returned to accrual status when all delinquent principal and interest payments become current in accordance with the terms of the loan agreement, the borrower has demonstrated a period of sustained repayment performance, and the ultimate collectability of the total contractual principal and interest is no longer in doubt. A sustained period of repayment performance generally would be a minimum of six months.

Restructured Loans: Loans are considered restructured loans if concessions have been granted to borrowers that are experiencing financial difficulty. The concessions granted generally involve the modification of terms of the loan, such as changes in payment schedule or interest rate, which generally would not otherwise be considered. Restructured loans can involve loans remaining on nonaccrual, moving to nonaccrual, or continuing on accrual status, depending on the individual facts and circumstances of the borrower. Nonaccrual restructured loans are included and treated with all other nonaccrual loans. Performance prior to the restructuring or significant events that coincide with the restructuring are considered in assessing whether the borrower can meet the new terms and whether the loan should be returned to or maintained on accrual status. If the borrower’s ability to meet the revised payment schedule is not reasonably assured, the loan remains on nonaccrual status.

Allowance for Credit Losses on Loans: The allowance for loan losses is a reserve for estimated lifetime credit losses in the loan portfolio at the balance sheet date. The expected lifetime credit losses are the product of multiplying the Corporation's estimate of probability of default, loss given default, and the individual loan level exposure at default on an undiscounted basis. The Corporation estimates the lifetime expected loss using prepayment and economic assumptions over the projected lifetime cash flow of these loans. Actual credit losses, net of recoveries, are deducted from the allowance for loan losses. A provision for credit losses, which is a charge against earnings, is recorded to bring the allowance for loan losses to a level that, in management’s judgment, is appropriate to absorb the expected lifetime losses in the loan portfolio.

The Corporation applies a methodology that is designed to assess the appropriateness of the allowance for loan losses within the Corporation's loan segmentation. The methodology also focuses on the evaluation of several factors, including but not limited to: evaluation of facts and issues related to specific loans, management’s ongoing review and grading of the loan portfolio using a dual risk rating system consisting of probability of default and loss given default models, which are based on loan grades for commercial loans and credit reports for consumer loans applied based on portfolio segmentation leveraging industry breakouts in commercial and industrial and property types in CRE for commercial loans and loan types for consumer loans, consideration of historical loan loss and delinquency experience on each portfolio category, trends in past due and nonaccrual loans, the level of potential problem loans, the risk characteristics of the various classifications of loans, changes in the size and character of the loan portfolio, concentrations of loans to specific borrowers or industries, existing economic conditions and economic forecasts, the fair value of underlying collateral, and other qualitative and quantitative factors which could affect potential credit losses.

The Corporation typically utilizes the Moody's Baseline economic forecast in the allowance model and applies that forecast over a reasonable and supportable period with reversion to historical losses. For additional detail on the reasonable and supportable period and reversion inputs, see Note 3. The Corporation estimates the lifetime expected loss using prepayment assumptions over the projected lifetime cash flows of the loan. Because each of the criteria used is subject to change, the analysis of the allowance for loan losses is not necessarily indicative of the trend of future loan losses in any particular loan category. The total allowance for loan losses is available to absorb losses from any segment of the loan portfolio.

Commercial loan relationships over $0.5 million that have nonaccrual status or that otherwise do not share similar risk characteristics with other loans, including those for which a debt restructuring is probable, are evaluated individually for expected credit losses. Accrued interest receivable on loans is excluded from the estimate of credit losses. The ACLL attributable to the loan is allocated based on management’s estimate of the borrower’s ability to repay the loan given the availability of collateral, other sources of cash flows, as well as evaluation of legal options available to the Corporation. The amount of expected loan loss is measured based upon the present value of expected future cash flows discounted at the loan’s effective interest rate, the fair value of the underlying collateral less applicable selling costs, or the observable market price of the loan. If foreclosure is probable or the loan is collateral dependent, impairment is measured using the fair value of the loan’s collateral, less costs to sell. Large groups of homogeneous loans, such as residential mortgage, home equity, auto finance, and other consumer, are collectively evaluated for impairment.

The allowance for unfunded commitments leverages the same methodology utilized to measure the allowance for loan losses. The Corporation estimates expected credit losses over the contractual period in which the Corporation is exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by the Corporation. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life.

A portion of the ACLL is comprised of adjustments for qualitative factors not reflected in the quantitative model.

While management uses currently available information to recognize losses on loans, future adjustments to the ACLL may be necessary based on newly received appraisals, updated commercial customer financial statements, rapidly deteriorating cash flow, and changes in economic conditions that affect our customers.

OREO

OREO is included in other assets on the consolidated balance sheets and is comprised of property acquired through a foreclosure proceeding or acceptance of a deed-in-lieu of foreclosure, and loans classified as in-substance foreclosure. OREO is recorded at the lower of the book value or fair value of the underlying property collateral, less estimated selling costs. This fair value becomes the new cost basis for the foreclosed asset. The initial write-down, if any, will be recorded as a charge off against the allowance for loan losses. Any subsequent write-downs to reflect current fair value, as well as gains and losses on disposition and revenues and expenses incurred in maintaining such properties, are expensed as incurred. OREO also includes bank premises formerly but no longer used for banking, property originally acquired for future expansion but no longer intended to be used for that purpose, and property currently held for sale. Banking premises are transferred at the lower of carrying value or fair value, less estimated selling costs and any write-down is expensed as incurred.

Premises and Equipment and Software

Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are computed on the straight-line method over the estimated useful lives of the related assets or the lease term. Maintenance and repairs are charged to expense as incurred, while additions or major improvements are capitalized and depreciated over the estimated useful lives. Leasehold improvements are amortized on a straight-line basis over the lesser of the lease term, including extension options which the Corporation has determined are reasonably certain to be exercised, or the estimated useful lives of the improvements. Software, included in other assets on the consolidated balance sheets, is amortized on a straight-line basis over the contract terms or the estimated useful life of the software.

Goodwill and Intangible Assets

Goodwill and Other Intangible Assets: The excess of the cost of an acquisition over the fair value of the net assets acquired consists primarily of goodwill and CDIs. CDIs have estimated finite lives and are amortized on a straight-line basis to expense over a 10-year period. The Corporation reviews long-lived assets and certain identifiable intangibles for impairment at least annually, or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable, in which case an impairment charge would be recorded.

Goodwill is evaluated for impairment on an annual basis, or whenever events or changes in circumstances indicate the fair value of a reporting unit is below its carrying amount. The impairment testing process is conducted by assigning net assets and goodwill to each reporting unit. An initial qualitative evaluation is made to assess the likelihood of impairment and determine whether further quantitative testing to calculate the fair value is necessary. When the qualitative evaluation indicates that impairment is more likely than not, quantitative testing is required whereby the fair value of each reporting unit is calculated and compared to the recorded book value, “step one.” If the calculated fair value of the reporting unit exceeds its carrying value, goodwill is not considered impaired. If the carrying value of a reporting unit exceeds its calculated fair value, an impairment charge is assessed, limited to the amount of goodwill allocated to that reporting unit.

Mortgage Servicing Rights: The Corporation sells residential mortgage loans in the secondary market and typically retains the right to service the loans sold. Upon sale of loans, MSRs assets are capitalized and recorded at the current fair value of future net cash flows expected to be realized for performing servicing activities. The Corporation has made the irrevocable election to account for its MSRs asset under the fair value measurement method. Under this methodology, changes in the fair value are recognized in earnings as they occur through mortgage banking, net on the consolidated statements of income. MSRs are not traded in active markets. A cash flow model is used to determine fair value.

Income Taxes

Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income taxes, which arise principally from temporary differences between the amounts reported in the financial statements and the tax bases of assets and liabilities, are included in the amounts provided for income taxes. In assessing the realizability of DTAs, management considers whether it is more likely than not that some portion or all of the DTAs will not be realized. The ultimate realization of DTAs is dependent upon the generation of future taxable income and tax planning strategies which will create taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, the amount of taxes paid in available carryback years, projected future taxable income, and, if necessary, tax planning strategies in making this assessment.

The Corporation files a consolidated federal income tax return and separate or combined state income tax returns. Accordingly, amounts equal to tax benefits of those subsidiaries having taxable federal or state losses or credits are offset by other subsidiaries that incur federal or state tax liabilities.

It is the Corporation’s policy to provide for uncertainty in income taxes as a part of income tax expense based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. To the extent the Corporation prevails in matters for which a liability for an unrecognized tax benefit was established or is required to pay amounts in excess of the liability established, the Corporation’s effective tax rate in a given financial statement period may be impacted.

Derivative and Hedging Activities

Derivative instruments are recorded in the consolidated balance sheets as either an asset or a liability and measured at fair value. Accounting for changes in fair value of derivatives depends on whether the derivative is designated and qualifies in a hedging relationship. At inception, the Corporation designates the derivative contract as either a fair value hedge (i.e., a hedge of the fair value of a recognized asset or liability), a cash flow hedge (i.e., a hedge of the variability of cash flows to be received or paid related to a recognized asset or liability), or a non-designated hedge.

Changes in the fair value of a derivative that has been designated and qualifies as a fair value hedge, along with the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk, are recorded in current period earnings. Changes in the fair value of a derivative that has been designated and qualifies as a cash flow hedge are recorded in other comprehensive income, net of income taxes, and reclassified into earnings in the period during which the hedged item affects earnings. Changes in the fair value of derivatives which do not qualify for hedge accounting are reported in current period earnings.

For those derivatives to which hedge accounting is applied, the Corporation formally documents the hedging relationship, the risk management objective, and strategy for undertaking the hedge. This documentation identifies the hedging instrument, the hedged item or transaction, the nature of the hedged risk, and, unless the hedge meets all of the criteria to assume there is no ineffectiveness, the method that will be used to assess the effectiveness of the hedging instrument. The Corporation typically assesses effectiveness using statistical regression at inception and on an ongoing basis, the shortcut method, or the critical terms match method. Shortcut method and critical terms match method assume perfect hedge effectiveness and eliminate the quantitative aspect of assessing hedge effectiveness.

Hedge accounting is discontinued prospectively when:

The derivative is no longer effective or expected to be effective in offsetting changes in the fair value, cash flows, or changes in net investment of a hedged item (including firm commitments or forecasted transactions);

The derivative expires, is sold, terminated, or exercised;

The forecasted transaction is no longer probable of occurring by the end of the originally specified time period;

The hedged firm commitment no longer meets the definition of a firm commitment; or

the designation of the derivative as a hedging instrument is removed.

When hedge accounting is discontinued and the derivative no longer qualifies as an effective fair value or cash flow hedge, the derivative continues to be carried on the balance sheet at fair value and changes in fair value will be recorded in current period earnings unless re-designated.

Like other financial instruments, derivatives contain an element of credit risk, which is the possibility that the Corporation will incur a loss because the counterparty fails to meet its contractual obligations. Notional values of interest rate swaps and other off-balance sheet financial instruments significantly exceed the credit risk associated with these instruments and represent contractual balances on which calculations of amounts to be exchanged are based. Credit exposure is limited to the sum of the aggregate fair value of positions that have become favorable to the Corporation, including any accrued interest receivable due from counterparties. Potential credit losses are mitigated by derivatives through central clearing parties, careful evaluation of counterparty credit standing, selection of counterparties from a limited group of high quality institutions, collateral agreements, and other contract provisions. The corporation considers the value of collateral held and collateral provided in determining the net carrying value of derivatives.

On at least a quarterly basis, the Corporation assesses its liabilities and contingencies in connection with all pending or threatened claims and litigation, utilizing the most recent information available. On a matter by matter basis, an accrual for loss is established for those matters which the Corporation believes it is probable that a loss may be incurred and that the amount of such loss can be reasonably estimated. Once established, each accrual is adjusted as appropriate to reflect any subsequent developments. Accordingly, management’s estimate will change from time to time, and actual losses may be more or less than the current estimate. For matters where a loss is not probable, or the amount of the loss cannot be estimated, no accrual is established.

Securities Sold Under Agreement to Repurchase

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. These repurchase agreements are accounted for as collateralized financing arrangements, i.e., secured borrowings whereby the collateral would be used to settle the fair value of the repurchase agreement should the Corporation be in default, e.g., fails to make an interest payment to the counterparty, and not as a sale and subsequent repurchase of securities, i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities. The obligation to repurchase the securities is reflected as a liability within federal funds purchased and securities sold under agreements to repurchase on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts. See Note 8 for additional information on repurchase agreements.

Retirement Plans

The funded status of the retirement plans is recognized as an asset or liability on the consolidated balance sheets and changes in that funded status are recognized in the year in which the changes occur through OCI. Plan assets and benefit obligations are measured as of fiscal year end. The measurement of the projected benefit obligation and pension expense involve actuarial valuation methods and the use of various actuarial and economic assumptions. The Corporation monitors the assumptions and updates them periodically. Due to the long-term nature of the pension plan obligation, actual results may differ significantly from estimations. Such differences are adjusted over time as the assumptions are replaced by facts and values are recalculated.

Stock-Based Compensation

The fair value of restricted common stock awards is their fair market value on the date of grant. Performance awards are based on one or more performance measures as selected by the Compensation & Benefits Committee in its discretion, with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date. The fair values of stock options and restricted stock awards are amortized as compensation expense on a straight-line basis over the vesting period of the grants. Expenses related to stock options and restricted stock awards are fully recognized on the date the colleague meets the definition of normal or early retirement as outlined in the relevant plan document. Compensation expense recognized is included in personnel expense on the consolidated statements of income.

Comprehensive Income

Comprehensive income includes all changes in stockholders’ equity during a period, except those resulting from transactions with stockholders. In addition to net income, other components of the Corporation’s comprehensive income include the after tax effect of changes in net unrealized gain/loss on AFS securities, changes in unrealized gain/loss on cash flow hedge derivatives, and changes in net actuarial gain/loss on defined benefit pension and postretirement plans. Comprehensive income is reported on the accompanying consolidated statements of changes in stockholders' equity and consolidated statements of comprehensive income.

Fair Value Measurements

Fair value represents the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept). As there is no active market for many of the Corporation’s financial instruments, estimates are made using discounted cash flow or other valuation techniques. Inputs into the valuation methods are subjective in nature, involve uncertainties, and require significant judgment and therefore cannot be determined with precision. Accordingly, the derived fair value estimates presented herein are not necessarily indicative of the amounts the Corporation could realize in a current market exchange. Assets and liabilities are categorized into three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Corporation’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. Below is a brief description of each fair value level.

Level 1 — Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Corporation has the ability to access.

Level 2 — Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.

Level 3 — Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity’s own assumptions, as there is little, if any, related market activity.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents are considered to include cash and due from banks, interest-bearing deposits in other financial institutions, and federal funds sold and securities purchased under agreements to resell. The Corporation does not have any restricted cash as a result of the Federal Reserve reducing the required reserve ratio to zero.

Earnings Per Common Share

Earnings per common share are calculated utilizing the two-class method. Basic earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding. Diluted earnings per common share are calculated by dividing the sum of distributed earnings to common shareholders and undistributed earnings allocated to common shareholders by the weighted average number of common shares outstanding adjusted for the dilutive effect of common stock awards (outstanding stock options and unvested restricted stock awards).

New Accounting Pronouncements Adopted

StandardDescriptionDate of adoptionEffect on financial statements
ASU 2023-09 Income Taxes (Topic 740): Improvements to Income Tax DisclosuresThe amendments in this update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information. This update also includes certain other amendments to improve the effectiveness of income tax disclosures. The amendments in this update are effective for fiscal years beginning after December 15, 2024 and are to be applied on a prospective basis. Early adoption is permitted.Fiscal year 2025The Corporation has implemented the enhanced disclosure requirements in 2025 and retrospectively applied them to the prior periods presented. Refer to Note 12 for additional information.

Future Accounting Pronouncements

The expected impact of applicable material accounting pronouncements recently issued or proposed but not yet required to be adopted are discussed in the table below. To the extent that the adoption of new accounting standards materially affects the Corporation's financial condition, results of operations, liquidity or disclosures, the impacts are discussed in the applicable sections of this financial review.

StandardDescriptionDate of adoptionEffect on financial statements
ASU 2024-03 Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)The amendments in this update require a public business entity to disclose specific information about certain costs and expenses in the notes to its financial statements for interim and annual reporting periods. The objective of the disclosure requirements is to provide disaggregated information about a public business entity's expenses to help investors (a) better understand the entity's performance, (b) better assess the entity's prospects for future cash flows, and (c) compare an entity's performance over time and with that of other entities. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. Early adoption is permitted.Fiscal year 2027 and interim periods thereafterThe Corporation is currently evaluating the impact on its disclosures.
ASU 2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40)The amendments in this update simplify the capitalization guidance by removing all references to prescriptive and sequential software development stages to align with the shift to incremental and iterative software development methods.Interim period ending March 31, 2028 and subsequent periodsThe Corporation is currently evaluating the impact on its disclosures.
ASU 2025-08 Financial Instruments-Credit Losses (Topic 326)The amendments in this update expand the gross-up approach for initial recognition and measurement of acquired financial assets to purchased seasoned loans.Interim period ending March 31, 2027 and subsequent periodsThe Corporation is currently evaluating the impact on its financial statements.

Note 2 Investment Securities

Investment securities are designated as AFS, HTM, or equity on the consolidated balance sheets. The amortized cost and fair values of AFS and HTM securities at December 31, 2025 were as follows:

(in thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFair Value
AFS investment securities
Obligations of state and political subdivisions (municipal securities)$3,063$1$(20)$3,044
Residential mortgage-related securities:
FNMA/FHLMC134,1421,214(5,493)$129,863
GNMA5,000,01540,067(253)$5,039,829
Commercial mortgage-related securities:
FNMA/FHLMC17,959—(1,001)$16,958
GNMA113,374—(3,818)$109,556
Asset backed securities:
FFELP95,97719(950)$95,046
SBA283—(14)$269
Other debt securities3,000—(2)$2,998
Total AFS investment securities$5,367,813$41,301$(11,551)$5,397,563
HTM investment securities
U.S. Treasury securities$996$19$—$1,015
Obligations of state and political subdivisions (municipal securities)1,628,0883,070(123,856)$1,507,302
Residential mortgage-related securities:
FNMA/FHLMC823,630165(127,333)$696,462
GNMA39,12382(2,321)$36,884
Private-label302,817—(43,990)$258,827
Commercial mortgage-related securities:
FNMA/FHLMC763,370—(113,004)$650,366
GNMA44,552152(4,566)$40,138
Total HTM investment securities$3,602,576$3,488$(415,070)$3,190,994

The amortized cost and fair values of AFS and HTM securities at December 31, 2024 were as follows:

(in thousands)AmortizedCostGrossUnrealizedGainsGrossUnrealizedLossesFair Value
AFS investment securities
Obligations of state and political subdivisions (municipal securities)$3,063$—$(58)$3,005
Residential mortgage-related securities:
FNMA/FHLMC120,272190(9,534)110,928
GNMA4,236,1995,379(13,851)4,227,727
Commercial mortgage-related securities:
FNMA/FHLMC18,332—(1,332)17,000
GNMA116,275—(4,800)111,475
Asset backed securities:
FFELP108,319123(604)107,839
SBA495—(24)471
Other debt securities3,000—(11)2,989
Total AFS investment securities$4,605,954$5,693$(30,213)$4,581,434
HTM investment securities
U.S. Treasury securities$1,000$—$(1)$999
Obligations of state and political subdivisions (municipal securities)1,659,7221,122(174,202)1,486,642
Residential mortgage-related securities:
FNMA/FHLMC885,47622,934(186,464)721,946
GNMA43,6939(3,774)39,927
Private-label324,1828,135(65,963)266,353
Commercial mortgage-related securities:
FNMA/FHLMC772,45610,217(159,078)623,595
GNMA52,219236(6,424)46,032
Total HTM investment securities$3,738,747$42,653$(595,906)$3,185,494

Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. The expected maturities of AFS and HTM securities at December 31, 2025, are shown below:

AFS · HTM
(in thousands) · AmortizedCost · FairValue · AmortizedCost · FairValue
Due in one year or less$1,000$1,000$4,214$4,215
Due after one year through five years4,4304,42299,07799,036
Due after five years through ten years——218,537218,398
Due after ten years6336201,307,2561,186,668
Total municipal, U.S. Treasury and other debt securities6,0636,0421,629,0841,508,317
Residential mortgage-related securities:
FNMA/FHLMC134,142129,863823,630696,462
GNMA5,000,0155,039,82939,12336,884
Private-label——302,817258,827
Commercial mortgage-related securities:
FNMA/FHLMC17,95916,958763,370650,366
GNMA113,374109,55644,55240,138
Asset backed securities:
FFELP95,97795,046——
SBA283269——
Total investment securities$5,367,813$5,397,563$3,602,576$3,190,994
Ratio of fair value to amortized cost100.6%88.6%

The following table summarizes gross realized gains and losses on AFS securities, the gain or loss on sale and fair value adjustment of equity securities, and proceeds from the sale of AFS investment securities for each of the three years ended December 31 shown below:

(in thousands)202520242023
Gross realized gains on AFS securities$—$—$83
Gross realized losses on AFS securities—(148,380)(65,022)
Gain on sale of equity securities—4,05476
Fair value adjustment of equity securities491795,960
Investment securities (losses) gains, net$49$(144,147)$(58,903)
Proceeds from sales of AFS investment securities$—$1,141,231$715,066

During the fourth quarter of 2024, the Corporation sold lower yielding AFS securities with a carrying value of $1.1 billion at a net loss of $148.2 million and reinvested the proceeds into higher yielding and lower risk-weighted GNMA securities. Additionally, during the first quarter of 2024, the Corporation sold its remaining Visa Class B restricted shares at a gain of $4.1 million.

During the fourth quarter of 2023, the Corporation sold lower yielding AFS securities with a carrying value of $715.1 million at a net loss of $64.9 million and reinvested the proceeds into higher yielding and lower risk-weighted GNMA securities. Additionally, during the fourth quarter of 2023, the Corporation sold 1,000 shares of its Visa Class B restricted shares and wrote up its remaining shares based on that market price, resulting in a gain of $5.9 million.

Investment securities with a carrying value of $1.2 billion at December 31, 2025 and $1.5 billion at December 31, 2024 were pledged as required to secure certain deposits or for other purposes.

Accrued interest receivable on HTM securities totaled $17.7 million and $18.1 million at December 31, 2025 and December 31, 2024, respectively. Accrued interest receivable on AFS securities totaled $23.0 million and $21.4 million at December 31, 2025 and December 31, 2024, respectively. Accrued interest receivable on both HTM and AFS securities is included in interest receivable on the consolidated balance sheets.

The Corporation holds U.S. Treasury, municipal, and mortgage-related securities issued by the U.S. government or a GSE which are backed by the full faith and credit of the U.S. government. The Corporation also holds private-label residential mortgage-related securities that have credit enhancement which, as of December 31, 2025, covers the first 16% of losses. As a result, no allowance for credit losses has been recorded related to these securities.

The allowance for credit losses on HTM securities was $0.1 million and $0.1 million at December 31, 2025 and December 31, 2024, attributable entirely to the Corporation's municipal securities, included in HTM investment securities, net, at amortized cost on the consolidated balance sheets.

The following represents gross unrealized losses and the related fair value of AFS and HTM securities, aggregated by investment category and length of time individual securities have been in a continuous unrealized loss position, at December 31, 2025:

Less than 12 months · 12 months or more · Total
(in thousands)NumberofSecuritiesUnrealizedLossesFairValueNumberofSecuritiesUnrealizedLossesFairValueUnrealized LossesFairValue
AFS investment securities
Obligations of state and political subdivisions (municipal securities)—$—$—2$(20)$863$(20)$863
Residential mortgage-related securities:
FNMA/FHLMC12(95)14,15512(5,398)56,215(5,493)70,370
GNMA16(232)143,7343(21)2,674(253)146,408
Commercial mortgage-related securities:
FNMA/FHLMC———1(1,001)16,958(1,001)16,958
GNMA———15(3,818)109,556(3,818)109,556
Asset backed securities:
FFELP2(152)33,23912(798)55,565(950)88,804
SBA———2(14)231(14)231
Other debt securities2(2)1,998———(2)1,998
Total32$(481)$193,12647$(11,070)$242,062$(11,551)$435,188
HTM investment securities
U.S. Treasury securities—$—$——$—$—$—$—
Obligations of state and political subdivisions (municipal securities)81(2,978)89,826543(120,878)842,485(123,856)932,311
Residential mortgage-related securities:
FNMA/FHLMC1—30102(127,333)676,915(127,333)676,945
GNMA———80(2,321)30,237(2,321)30,237
Private-label———18(43,990)258,827(43,990)258,827
Commercial mortgage-related securities:
FNMA/FHLMC2(470)26,28743(112,534)624,079(113,004)650,366
GNMA———13(4,566)40,138(4,566)40,138
Total84$(3,448)$116,143799$(411,622)$2,472,681$(415,070)$2,588,824

For comparative purposes, the following represents gross unrealized losses and the related fair value of AFS and HTM securities, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, at December 31, 2024:

Less than 12 months · 12 months or more · Total
(in thousands)NumberofSecuritiesUnrealizedLossesFairValueNumberofSecuritiesUnrealizedLossesFairValueUnrealizedLossesFairValue
AFS investment securities
Obligations of state and political subdivisions (municipal securities)1$(3)$5422$(55)$828$(58)$1,370
Residential mortgage-related securities:
FNMA/FHLMC23(607)31,98314(8,927)61,596(9,534)93,579
GNMA116(13,706)1,660,6424(145)3,945(13,851)1,664,587
Commercial mortgage-related securities:
FNMA/FHLMC———1(1,332)17,000(1,332)17,000
GNMA———16(4,800)111,475(4,800)111,475
Asset backed securities:
FFELP———12(604)62,830(604)62,830
SBA———4(24)464(24)464
Other debt securities1(7)9931(3)997(11)1,989
Total141$(14,323)$1,694,15954$(15,890)$259,134$(30,213)$1,953,294
HTM investment securities
U.S. Treasury securities—$—$—1$(1)$999$(1)$999
Obligations of state and political subdivisions (municipal securities)370(11,860)483,073641(162,343)866,949(174,202)1,350,022
Residential mortgage-related securities:
FNMA/FHLMC12(280)11,617106(186,184)710,114(186,464)721,732
GNMA7(183)8,85679(3,591)31,071(3,774)39,927
Private-label———18(65,963)266,353(65,963)266,353
Commercial mortgage-related securities:
FNMA/FHLMC2(1,343)25,51843(157,735)598,077(159,078)623,595
GNMA———13(6,424)46,032(6,424)46,032
Total391$(13,665)$529,064901$(582,241)$2,519,595$(595,906)$3,048,660

On a quarterly basis, the Corporation refreshes the credit quality of each HTM security. The Company monitors the credit quality of HTM securities through credit ratings provided by S&P and Moody’s. Investment grade securities are rated BBB- or higher by S&P, or Baa3 or higher by Moody’s, and are generally considered by the rating agencies and market participants to be of low credit risk. As of December 31, 2025 and December 31, 2024, the Corporation's HTM portfolio contained all investment grade securities except for securities that were not rated which were individually reviewed noting no credit quality issues.

Based on the Corporation’s evaluation, management does not believe any unrealized losses at December 31, 2025 represent credit deterioration as these unrealized losses are primarily attributable to changes in interest rates and the current market conditions. As of December 31, 2025, the Corporation does not intend to sell, nor does it believe that it will be required to sell, the securities in an unrealized loss position before recovery of their amortized cost basis.

Regulatory stocks

The Corporation had FHLB stock of $154.4 million and $91.5 million at December 31, 2025 and December 31, 2024, respectively. The Corporation had Federal Reserve Bank stock of $98.1 million and $88.1 million at December 31, 2025 and December 31, 2024, respectively.

Accrued interest receivable on FHLB stock totaled $2.8 million and $1.8 million at December 31, 2025 and December 31, 2024. There wasno accrued interest receivable on Federal Reserve Bank stock at both December 31, 2025 and December 31, 2024. Accrued interest receivable on both FHLB stock and Federal Reserve Bank stock is included in interest receivable on the consolidated balance sheets.

Equity Securities

Equity securities with readily determinable fair values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of mutual funds. The Corporation had equity securities with readily determinable fair values of $11.1 million at December 31, 2025 and $10.7 million at December 31, 2024.

Equity securities without readily determinable fair values: The Corporation's portfolio of equity securities without readily determinable fair values consists of an investment in a private loan fund. The Corporation had equity securities without readily determinable fair values carried at $15.0 million at December 31, 2025 and $12.6 million at December 31, 2024. During the first quarter of 2024, the Corporation sold all of its remaining Visa Class B restricted shares.

Note 3 Loans

The period end loan composition was as follows:

(in thousands)December 31, 2025December 31, 2024
Commercial and industrial$11,799,757$10,573,741
Commercial real estate - owner occupied1,186,3241,143,741
Commercial and business lending12,986,08111,717,483
Commercial real estate - investor5,246,0305,227,975
Real estate construction1,994,6421,982,632
Commercial real estate lending7,240,6727,210,607
Total commercial20,226,75318,928,090
Residential mortgage6,793,9577,047,541
Auto finance3,106,4982,810,220
Home equity713,271664,252
Other consumer323,135318,483
Total consumer10,936,86110,840,496
Total loans$31,163,614$29,768,586

Accrued interest receivable on loans totaled $117.6 million at December 31, 2025, and $126.1 million at December 31, 2024, and is included in interest receivable on the consolidated balance sheets. The amount of accrued interest reversed totaled $3.4 million for the year ended December 31, 2025, $2.4 million for the year ended December 31, 2024, and $1.8 million for the year ended December 31, 2023.

The Corporation has granted loans to its directors, executive officers, or their related interests. These loans were made on substantially the same terms, including rates and collateral, as those prevailing at the time for comparable transactions with other unrelated customers, and do not involve more than a normal risk of collection. These loans to related parties are summarized below:

(in thousands)20252024
Balance at beginning of year$21,280$5,406
New loans2,18117,395
Repayments(3,163)(2,359)
Change due to status of executive officers and directors(15,167)838
Balance at end of year$5,131$21,280

The following table presents loans by credit quality indicator by origination year at December 31, 2025:

Term Loans Amortized Cost Basis by Origination Year(a)
(in thousands)Rev Loans Converted to Term(a)Rev Loans Amortized Cost Basis20252024202320222021PriorTotal
Commercial and industrial:
Risk rating:
Pass$503$1,920,351$3,886,880$2,097,760$1,133,873$1,238,941$521,793$471,834$11,271,432
Special mention—11,1393,02431113,7745,84924,97129359,361
Substandard7,29065,45160,59378,77322,126162,84170,2311,771461,786
Nonaccrual1,473—257,153————7,178
Commercial and industrial$9,266$1,996,941$3,950,522$2,183,997$1,169,773$1,407,631$616,995$473,898$11,799,757
Commercial real estate - owner occupied:
Risk rating:
Pass$—$2,957$241,141$180,867$141,254$167,496$157,837$201,588$1,093,140
Special mention———11,6205,432——1,24218,294
Substandard—13,4457,47814,00115,6351,69111,92910,50874,687
Nonaccrual——203—————203
Commercial real estate - owner occupied$—$16,402$248,822$206,488$162,321$169,187$169,766$213,338$1,186,324
Commercial and business lending:
Risk rating:
Pass$503$1,923,308$4,128,021$2,278,627$1,275,127$1,406,437$679,630$673,422$12,364,572
Special mention—11,1393,02411,93119,2065,84924,9711,53577,655
Substandard7,29078,89668,07192,77437,761164,53282,16012,279536,473
Nonaccrual1,473—2287,153————7,381
Commercial and business lending$9,266$2,013,343$4,199,344$2,390,485$1,332,094$1,576,818$786,761$687,236$12,986,081
Commercial real estate - investor:
Risk rating:
Pass$3,195$185,825$1,842,395$776,187$503,511$711,947$432,442$503,468$4,955,775
Special mention——40,06711,13514,80958,52326,9645,007156,505
Substandard——24,0901,4467,74170,60817,6333,921125,439
Nonaccrual———546—7,765——8,311
Commercial real estate - investor$3,195$185,825$1,906,552$789,314$526,061$848,843$477,039$512,396$5,246,030
Real estate construction:
Risk rating:
Pass$—$33,847$359,610$720,429$223,239$175,056$2,991$5,768$1,520,940
Special mention——20,611——51,262——71,873
Substandard——122,32042,51148,980187,874——401,685
Nonaccrual———————144144
Real estate construction$—$33,847$502,541$762,940$272,219$414,192$2,991$5,912$1,994,642
Commercial real estate lending:
Risk rating:
Pass$3,195$219,672$2,202,005$1,496,616$726,750$887,003$435,433$509,236$6,476,715
Special mention——60,67811,13514,809109,78526,9645,007228,378
Substandard——146,41043,95756,721258,48217,6333,921527,124
Nonaccrual———546—7,765—1448,455
Commercial real estate lending$3,195$219,672$2,409,093$1,552,254$798,280$1,263,035$480,030$518,308$7,240,672
Total commercial:
Risk rating:
Pass$3,698$2,142,980$6,330,026$3,775,243$2,001,877$2,293,440$1,115,063$1,182,658$18,841,287
Special mention—11,13963,70223,06634,015115,63451,9356,542306,033
Substandard7,29078,896214,481136,73194,482423,01499,79316,2001,063,597
Nonaccrual1,473—2287,699—7,765—14415,836
Total commercial$12,461$2,233,015$6,608,437$3,942,739$2,130,374$2,839,853$1,266,791$1,205,544$20,226,753
Term Loans Amortized Cost Basis by Origination Year(a)
(in thousands)Rev Loans Converted to Term(a)Rev Loans Amortized Cost Basis20252024202320222021PriorTotal
Residential mortgage:
Risk rating:
Pass$—$—$253,364$238,787$480,076$1,488,335$1,499,223$2,764,379$6,724,164
Substandard———580292129300—1,301
Nonaccrual——2,4253,1025,10113,1418,98535,73868,492
Residential mortgage$—$—$255,789$242,469$485,469$1,501,605$1,508,508$2,800,117$6,793,957
Auto finance:
Risk rating:
Pass$—$—$1,287,267$842,838$551,549$388,064$26,402$2$3,096,122
Special mention——29532581462150—2,105
Nonaccrual——5591,3562,8113,255290—8,271
Auto finance$—$—$1,288,121$844,519$555,174$391,940$26,742$2$3,106,498
Home equity:
Risk rating:
Pass$15,259$623,853$855$2,188$2,728$20,514$4,733$49,793$704,664
Special mention31552—119190104—368833
Nonaccrual1,03817322213331,0164145,6157,774
Home equity$16,612$624,078$857$2,528$3,251$21,634$5,147$55,776$713,271
Other consumer:
Risk rating:
Pass$529$255,490$13,159$4,070$1,990$958$264$43,575$319,506
Special mention121,13927—59—201,200
Substandard—2,374——————2,374
Nonaccrual235—312—2355
Other consumer$543$259,038$13,186$4,073$2,007$967$266$43,598$323,135
Total consumer:
Risk rating:
Pass$15,788$879,343$1,554,645$1,087,883$1,036,343$1,897,871$1,530,622$2,857,749$10,844,456
Special mention3271,1913224441,009734503884,138
Substandard—2,374—580292129300—3,675
Nonaccrual1,0402082,9864,6828,25717,4129,69141,35684,592
Total consumer$17,155$883,116$1,557,953$1,093,589$1,045,901$1,916,146$1,540,663$2,899,493$10,936,861
Total loans:
Risk rating:
Pass$19,486$3,022,323$7,884,671$4,863,126$3,038,220$4,191,311$2,645,685$4,040,407$29,685,743
Special mention32712,33064,02423,51035,024116,36851,9856,930310,171
Substandard7,29081,270214,481137,31194,774423,143100,09316,2001,067,272
Nonaccrual2,5132083,21412,3818,25725,1779,69141,500100,428
Total loans$29,616$3,116,131$8,166,390$5,036,328$3,176,275$4,755,999$2,807,454$4,105,037$31,163,614

(a) Revolving loans converted to term loans are those converted during the reporting period and are also reported in their year of origination.

The following table presents loans by credit quality indicator by origination year at December 31, 2024:

Term Loans Amortized Cost Basis by Origination Year(a)
(in thousands)Rev Loans Converted to Term(a)Rev Loans Amortized Cost Basis20242023202220212020PriorTotal
Commercial and industrial:
Risk rating:
Pass$248$1,841,790$2,656,953$1,514,277$2,254,758$1,080,180$263,286$510,301$10,121,545
Special mention—48,8294,0374,81063,3906,98451548128,613
Substandard2,01540,24090,2409,67734,730126,1343,347131304,500
Nonaccrual42—7724,46812,988855——19,084
Commercial and industrial$2,306$1,930,860$2,752,002$1,533,233$2,365,866$1,214,154$267,148$510,480$10,573,741
Commercial real estate - owner occupied:
Risk rating:
Pass$—$13,760$228,913$175,059$180,132$214,237$114,064$181,982$1,108,147
Special mention———497—8,619—2,80311,920
Substandard—9432,53210,0091,4927013,3713,12522,173
Nonaccrual———1,501————1,501
Commercial real estate - owner occupied$—$14,703$231,446$187,066$181,625$223,557$117,435$187,911$1,143,741
Commercial and business lending:
Risk rating:
Pass$248$1,855,550$2,885,866$1,689,336$2,434,891$1,294,416$377,350$692,283$11,229,693
Special mention—48,8294,0375,30763,39015,6045152,852140,532
Substandard2,01541,18392,77219,68636,222126,8356,7193,255326,673
Nonaccrual42—7725,96912,988855——20,585
Commercial and business lending$2,306$1,945,563$2,983,447$1,720,298$2,547,491$1,437,710$384,583$698,390$11,717,483
Commercial real estate - investor:
Risk rating:
Pass$—$190,451$1,334,740$725,652$1,179,867$723,994$321,084$363,288$4,839,076
Special mention——69,0146,38530,67212,3126,87010,366135,618
Substandard——69,38553,02293,15110,7243849,910236,576
Nonaccrual——11,949——4,757——16,705
Commercial real estate - investor$—$190,451$1,485,088$785,058$1,303,690$751,786$328,338$383,563$5,227,975
Real estate construction:
Risk rating:
Pass$—$30,090$278,754$390,845$807,347$142,137$25,654$7,260$1,682,086
Special mention——19,419—96,442———115,862
Substandard——28,2416,000105,66044,754——184,654
Nonaccrual———————3030
Real estate construction$—$30,090$326,414$396,845$1,009,450$186,890$25,654$7,289$1,982,632
Commercial real estate lending:
Risk rating:
Pass$—$220,541$1,613,494$1,116,496$1,987,215$866,130$346,738$370,548$6,521,163
Special mention——88,4336,385127,11412,3126,87010,366251,480
Substandard——97,62659,022198,81155,4773849,910421,230
Nonaccrual——11,949——4,757—3016,735
Commercial real estate lending$—$220,541$1,811,502$1,181,903$2,313,140$938,677$353,992$390,853$7,210,607
Total commercial:
Risk rating:
Pass$248$2,076,092$4,499,360$2,805,832$4,422,105$2,160,547$724,088$1,062,831$17,750,855
Special mention—48,82992,46911,692190,50427,9167,38513,217392,012
Substandard2,01541,183190,39978,708235,033182,3137,10313,165747,903
Nonaccrual42—12,7215,96912,9885,612—3037,320
Total commercial$2,306$2,166,104$4,794,949$2,902,201$4,860,631$2,376,387$738,576$1,089,243$18,928,090
Term Loans Amortized Cost Basis by Origination Year(a)
(in thousands)Rev Loans Converted to Term(a)Rev Loans Amortized Cost Basis20242023202220212020PriorTotal
Residential mortgage:
Risk rating:
Pass$—$—$172,607$507,186$1,579,182$1,643,341$1,195,752$1,878,251$6,976,319
Special mention———————162162
Substandard——59432777——241,022
Nonaccrual——2,3382,13411,42010,1418,29735,70870,038
Residential mortgage$—$—$175,539$509,647$1,590,679$1,653,482$1,204,049$1,914,144$7,047,541
Auto finance:
Risk rating:
Pass$—$—$1,241,609$858,924$650,880$48,999$67$77$2,800,555
Special mention——3327041,048178——2,262
Nonaccrual——4912,1624,284466——7,402
Auto finance$—$—$1,242,431$861,790$656,212$49,643$67$77$2,810,220
Home equity:
Risk rating:
Pass$8,764$569,866$411$1,684$25,372$5,289$1,965$50,841$655,429
Special mention1278141————323445
Nonaccrual1,677104151039332312156,7788,378
Home equity$10,568$570,051$467$1,788$26,305$5,520$2,180$57,941$664,252
Other consumer:
Risk rating:
Pass$308$241,230$14,343$4,808$2,475$1,440$584$49,886$314,767
Special mention—1,1258—367——1,176
Substandard—2,418——————2,418
Nonaccrual28152174—4122
Other consumer$310$244,855$14,356$4,829$2,518$1,451$584$49,891$318,483
Total consumer:
Risk rating:
Pass$9,071$811,096$1,428,969$1,372,603$2,257,910$1,699,069$1,198,368$1,979,055$10,747,070
Special mention1271,2073817041,083185—4844,045
Substandard—2,41859432777——243,440
Nonaccrual1,6791852,8494,42016,64410,8428,51242,49085,941
Total consumer$10,878$814,906$1,432,794$1,378,053$2,275,714$1,710,096$1,206,880$2,022,053$10,840,496
Total loans:
Risk rating:
Pass$9,320$2,887,188$5,928,329$4,178,435$6,680,015$3,859,616$1,922,456$3,041,886$28,497,925
Special mention12750,03692,85112,396191,58728,1017,38513,701396,057
Substandard2,01543,602190,99379,035235,110182,3137,10313,189751,344
Nonaccrual1,72118515,57010,38929,63216,4538,51242,519123,260
Total loans$13,183$2,981,010$6,227,743$4,280,254$7,136,344$4,086,483$1,945,455$3,111,296$29,768,586

(a) Revolving loans converted to term loans are those converted during the reporting period and are also reported in their year of origination.

The following table presents gross charge offs by origination year at December 31, 2025:

Gross Charge Offs by Origination Year
(in thousands)Rev Loans Amortized Cost Basis20252024202320222021PriorTotal
Commercial and industrial$5,424$831$627$3,555$3,799$379$—$14,615
Commercial real estate-owner occupied———113———113
Commercial and business lending5,4248316273,6683,799379—14,728
Commercial real estate-investor——8,35618412,666——21,206
Real estate construction————————
Commercial real estate lending——8,35618412,666——21,206
Total commercial5,4248318,9833,85216,465379—35,934
Residential mortgage——115209320744301,148
Auto finance—4321,6992,8043,384433—8,752
Home equity———2655380416
Other consumer8,19418856363224568,703
Total consumer8,1944501,8993,1023,77273686619,019
Total gross charge offs$13,618$1,281$10,882$6,954$20,237$1,115$866$54,953

The following table presents gross charge offs by origination year at December 31, 2024:

Gross Charge Offs by Origination Year
(in thousands)Rev Loans Amortized Cost Basis20242023202220212020PriorTotal
Commercial and industrial$4,433$128$11,484$8,510$22,959$3$—$47,517
Commercial real estate-owner occupied——————33
Commercial and business lending4,43312811,4848,51022,9593347,520
Commercial real estate-investor—6,6171—4,569——11,187
Real estate construction————————
Commercial real estate lending—6,6171—4,569——11,187
Total commercial4,4336,74511,4858,51027,5283358,707
Residential mortgage——1341251011535151,029
Auto finance—4182,9825,582560——9,541
Home equity93——9191085216
Other consumer6,5552096757542596,922
Total consumer6,6494383,2125,79075520565917,709
Total gross charge offs$11,082$7,183$14,697$14,300$28,283$209$662$76,415

Factors that are important to managing overall credit quality are sound loan underwriting and administration, systematic monitoring of existing loans and commitments, effective loan review on an ongoing basis, early identification of potential problems, and appropriate policies for ACLL, nonaccrual loans, and charge offs. See Note 1 for the Corporation's accounting policy for loans.

For commercial loans, management has determined the pass credit quality indicator to include credits exhibiting acceptable financial statements, cash flow, and leverage. If any risk exists, it is mitigated by the loan structure, collateral, monitoring, or control. For consumer loans, performing loans include credits performing in accordance with the original contractual terms.

Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Special mention credits have potential weaknesses that deserve management's close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the credit or in the credit position at some future date. Accruing loan modifications could be pass or special mention, depending on the risk rating on the loan. Substandard loans are considered inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. These loans have a well-defined weakness, or weaknesses, which may jeopardize liquidation of the debt, and are characterized by the distinct possibility the Corporation will sustain some loss if the deficiencies are not corrected. Commercial loan relationships over $0.5 million in nonaccrual status, or that otherwise do not share similar risk characteristics with other loans, including those for which a debt restructuring is probable, are evaluated individually for expected credit losses. Commercial loans classified as special mention, substandard, and nonaccrual are reviewed at a minimum on a quarterly basis, while pass credits, which are performing rated credits, are generally reviewed on an annual basis or more frequently if the loan renewal is less than one year or if otherwise warranted.

The recorded investment of consumer loans secured by residential real estate properties for which foreclosure proceedings are in process totaled $20.1 million at December 31, 2025 and $22.9 million at December 31, 2024.

The following table presents loans by past due status at December 31, 2025:

Accruing
(in thousands)Current30-59 DaysPast Due60-89 DaysPast Due90+ DaysPast DueNonaccrual(a)(b)Total
Commercial and industrial$11,789,526$2,153$530$370$7,178$11,799,757
Commercial real estate - owner occupied1,186,087—34—2031,186,324
Commercial and business lending12,975,6132,1535643707,38112,986,081
Commercial real estate - investor5,218,31414,1485,257—8,3115,246,030
Real estate construction1,994,381117——1441,994,642
Commercial real estate lending7,212,69514,2655,257—8,4557,240,672
Total commercial20,188,30816,4185,82137015,83620,226,753
Residential mortgage6,712,33013,135——68,4926,793,957
Auto finance3,081,78214,3402,105—8,2713,106,498
Home equity701,7192,945833—7,774713,271
Other consumer317,9321,4731,2312,44455323,135
Total consumer10,813,76331,8934,1692,44484,59210,936,861
Total loans$31,002,071$48,311$9,990$2,814$100,428$31,163,614

(a) Of the total nonaccrual loans, $31.2 million, or 31%, were current with respect to payment at December 31, 2025.

(b)No interest income was recognized on nonaccrual loans for the year ended December 31, 2025. In addition, there were $14.6 million of nonaccrual loans for which there was no related ACLL at December 31, 2025.

The following table presents loans by past due status at December 31, 2024:

Accruing
(in thousands)Current30-59 DaysPast Due60-89 DaysPast Due90+ DaysPast DueNonaccrual(a)(b)Total
Commercial and industrial$10,552,756$899$361$642$19,084$10,573,741
Commercial real estate - owner occupied1,140,6071,533101—1,5011,143,741
Commercial and business lending11,693,3632,43246264220,58511,717,483
Commercial real estate - investor5,174,8795,11731,274—16,7055,227,975
Real estate construction1,982,58121——301,982,632
Commercial real estate lending7,157,4605,13831,274—16,7357,210,607
Total commercial18,850,8237,57031,73664237,32018,928,090
Residential mortgage6,962,61014,731162—70,0387,047,541
Auto finance2,787,96712,5882,262—7,4022,810,220
Home equity651,2484,181445—8,378664,252
Other consumer312,6871,8921,2362,547122318,483
Total consumer10,714,51233,3914,1052,54785,94110,840,496
Total loans$29,565,335$40,961$35,841$3,189$123,260$29,768,586

(a) Of the total nonaccrual loans, $52.4 million, or 42%, were current with respect to payment at December 31, 2024.

(b)No interest income was recognized on nonaccrual loans for the year ended December 31, 2024. In addition, there were $23.8 million of nonaccrual loans for which there was no related ACLL at December 31, 2024.

Loan Modifications

The following tables show the composition of loan modifications made to borrowers experiencing financial difficulty by the loan portfolio and type of concessions granted. Each of the types of concessions granted comprised less than 1% of their respective classes of loan portfolios at December 31, 2025, December 31, 2024, and December 31, 2023.

Interest Rate Concession
Amortized Cost
Twelve Months Ended December 31,
(in thousands)202520242023
Commercial and industrial$458$475$306
Residential mortgage139295—
Auto finance—10255
Home equity——77
Other consumer2,2712,2391,449
Total loans modified$2,868$3,019$2,087
Term Extension
Amortized Cost
Twelve Months Ended December 31,
(in thousands)202520242023
Residential mortgage$1,385$—$208
Home equity——25
Total loans modified$1,385$—$233
Combination - Interest Rate Concession and Term Extension
Amortized Cost
Twelve Months Ended December 31,
(in thousands)202520242023
Residential mortgage$4,985$2,849$865
Home equity276244339
Total loans modified$5,261$3,093$1,204

The following tables summarize, by loan portfolio, the financial effect of the Corporation's loan modifications on the modified loans:

Interest Rate Concession
Financial Effect, Weighted Average Contractual Interest Rate (Decrease) Increase(a)
Twelve Months Ended December 31,
Loan Type202520242023
Commercial and industrial(24)%(18)%(19)%
Residential mortgage1%2%1%
Auto finance—%(7)%(9)%
Home equity(2)%(3)%—%
Other consumer(21)%(21)%(21)%
Weighted average of total loans modified(6)%(8)%(11)%

(a) Some interest rate concessions may involve an increase in rate that was lower in comparison to prevailing market rates.

Term Extension
Financial Effect, Weighted Average Term Increase(a)
Twelve Months Ended December 31,
Loan Type202520242023
Residential mortgage137 months108 months65 months
Home equity78 months63 months85 months
Weighted average of total loans modified134 months105 months71 months

(a) During the twelve months ended December 31, 2025, December 31, 2024, and December 31, 2023 term extensions changed the weighted average term on modified loans from 285 to 419 months,282 to 386 months, and 175 to 245 months, respectively.

The Corporation closely monitors the performance of loans that are modified to borrowers experiencing financial difficulty to understand the effectiveness of its modification efforts. The following table depicts the performance of loans that have been modified in the twelve months ended December 31, 2025:

Payment Status (Amortized Cost Basis)
(in thousands)Current30-89 Days Past Due90+ Days Past Due
Commercial and industrial$458$—$—
Residential mortgage5,370872267
Home equity106170—
Other consumer2,271——
Total loans modified$8,205$1,042$267

The following table depicts the performance of loans that have been modified in the twelve months ended December 31, 2024:

Payment Status (Amortized Cost Basis)
(in thousands)Current30-89 Days Past Due90+ Days Past Due
Commercial and industrial$475$—$—
Residential mortgage2,355453336
Auto finance532
Home equity244——
Other consumer2,239——
Total loans modified$5,318$456$338

The following table depicts the performance of loans that have been modified in the twelve months ended December 31, 2023:

Payment Status (Amortized Cost Basis)
(in thousands)Current30-89 Days Past Due90+ Days Past Due
Commercial and industrial$306$—$—
Residential mortgage77356245
Auto finance21836—
Home equity3101239
Other consumer1,449——
Total loans modified$3,056$215$253

The following table provides the amortized cost of loan modifications by loan portfolio and type of concession for loans that were modified in the previous twelve months had a payment default, as of December 31, 2025:

Amortized Cost of Loan Modifications that Subsequently Defaulted
(in thousands)Interest Rate ConcessionTerm ExtensionCombination Interest Rate Reduction and Term Extension
Residential mortgage$—$—$213
Home equity——45
Total loans modified$—$—$258

The following table provides the amortized cost of loan modifications by loan portfolio and type of concession that were modified in the previous twelve months and subsequently had a payment default, as of December 31, 2024:

Amortized Cost of Loan Modifications that Subsequently Defaulted
(in thousands)Interest Rate ConcessionTerm ExtensionCombination Interest Rate Reduction and Term Extension
Residential mortgage$—$—$151
Auto finance2——
Home equity——186
Total loans modified$2$—$337

The following table provides the amortized cost of loan modifications by loan portfolio and type of concession that were modified in the previous twelve months and subsequently had a payment default, as of December 31, 2023:

Amortized Cost of Loan Modifications that Subsequently Defaulted
(in thousands)Interest Rate ConcessionTerm ExtensionCombination Interest Rate Reduction and Term Extension
Residential mortgage$—$208$248
Home equity——27
Total loans modified$—$208$275

The nature and extent of the impairment of modified loans, including those which have experienced a subsequent payment default, are considered in the determination of an appropriate level of the ACLL.

Allowance for Credit Losses on Loans

The ACLL is comprised of the allowance for loan losses and the allowance for unfunded commitments. The level of the ACLL represents management’s estimate of an amount appropriate to provide for expected lifetime credit losses in the loan portfolio at the balance sheet date. The expected lifetime credit losses are the product of multiplying the Corporation's estimates of probability of default, loss given default, and the individual loan level exposure at default on an undiscounted basis. A main factor in the determination of the ACLL is the economic forecast. The forecast the Corporation used for December 31, 2025 was the Moody's baseline scenario from November 2025, which was reviewed against the December 2025 baseline scenario with no material updates made, over a two year reasonable and supportable period with straight-line reversion to the historical losses over the second year of the period. See Note 1 for the Corporation's accounting policy on the ACLL. The allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb expected lifetime losses related to unfunded credit facilities (including unfunded loan commitments and letters of credit). See Note 15 for additional information on the change in the allowance for unfunded commitments.

The following table presents a summary of the changes in the ACLL by portfolio segment for the year ended December 31, 2025:

(in thousands)Dec 31, 2024Charge OffsRecoveriesNet Charge OffsProvision for Credit LossesDec 31, 2025ACLL / Loans
Allowance for loan losses
Commercial and industrial$136,596$(14,615)$8,357$(6,258)$38,298$168,636
Commercial real estate — owner occupied9,417(113)—(113)2,02311,327
Commercial and business lending146,013(14,728)8,357(6,371)40,321179,963
Commercial real estate — investor71,547(21,206)2,985(18,221)4,91758,243
Real estate construction51,499—154154(5,058)46,595
Commercial real estate lending123,046(21,206)3,139(18,067)(141)104,838
Total commercial269,060(35,934)11,496(24,438)40,180284,801
Residential mortgage32,576(1,148)615(533)1,60133,644
Auto finance28,467(8,752)3,029(5,723)4,72627,470
Home equity16,620(416)999583(860)16,343
Other consumer16,823(8,703)1,837(6,866)5,85315,810
Total consumer94,486(19,019)6,480(12,539)11,32093,267
Total loans$363,545$(54,953)$17,976$(36,977)$51,500$378,068
Allowance for credit losses on loans
Commercial and industrial$14,456$—$—$—$4,242$18,698
Commercial real estate — owner occupied151———(19)132
Commercial and business lending14,607———4,22318,830
Commercial real estate — investor578———(79)499
Real estate construction19,591———(1,644)17,947
Commercial real estate lending20,169———(1,723)18,446
Total commercial34,776———2,50037,276
Home equity2,465———(59)2,406
Other consumer1,535———591,594
Total consumer4,000————4,000
Total loans$38,776$—$—$—$2,500$41,276
Allowance for credit losses on loans
Commercial and industrial$151,052$(14,615)$8,357$(6,258)$42,540$187,3341.59%
Commercial real estate — owner occupied9,568(113)—(113)2,00411,4590.97%
Commercial and business lending160,620(14,728)8,357(6,371)44,544198,7931.53%
Commercial real estate — investor72,125(21,206)2,985(18,221)4,83858,7421.12%
Real estate construction71,090—154154(6,702)64,5423.24%
Commercial real estate lending143,215(21,206)3,139(18,067)(1,864)123,2841.70%
Total commercial303,835(35,934)11,496(24,438)42,680322,0771.59%
Residential mortgage32,576(1,148)615(533)1,60133,6440.50%
Auto finance28,467(8,752)3,029(5,723)4,72627,4700.88%
Home equity19,085(416)999583(919)18,7492.63%
Other consumer18,358(8,703)1,837(6,866)5,91217,4045.39%
Total consumer98,486(19,019)6,480(12,539)11,32097,2670.89%
Total loans$402,322$(54,953)$17,976$(36,977)$54,000$419,3441.35%

The following table presents a summary of the changes in the ACLL by portfolio segment for the year ended December 31, 2024:

($ in thousands)Dec 31, 2023Charge OffsRecoveriesNet Charge OffsProvision for Credit LossesDec 31, 2024ACLL / Loans
Allowance for loan losses
Commercial and industrial$128,263$(47,517)$2,148$(45,369)$53,703$136,596
Commercial real estate — owner occupied10,610(3)74(1,198)9,417
Commercial and business lending138,873(47,520)2,155(45,365)52,505146,013
Commercial real estate — investor67,858(11,187)—(11,187)14,87671,547
Real estate construction53,554—6565(2,119)51,499
Commercial real estate lending121,412(11,187)65(11,122)12,756123,046
Total commercial260,285(58,707)2,220(56,487)65,262269,060
Residential mortgage37,808(1,029)280(750)(4,483)32,576
Auto finance24,961(9,541)2,905(6,637)10,14228,467
Home equity15,403(216)1,3661,1506716,620
Other consumer12,638(6,922)1,096(5,826)10,01216,823
Total consumer90,809(17,709)5,647(12,062)15,73894,486
Total loans$351,094$(76,415)$7,867$(68,549)$81,000$363,545
Allowance for unfunded commitments
Commercial and industrial$13,319$—$—$—$1,137$14,456
Commercial real estate — owner occupied149———2151
Commercial and business lending13,468———1,13914,607
Commercial real estate — investor480———98578
Real estate construction17,024———2,56719,591
Commercial real estate lending17,504———2,66420,169
Total commercial30,972———3,80334,776
Home equity2,629———(164)2,465
Other consumer1,174———3611,535
Total consumer3,803———1974,000
Total loans$34,776$—$—$—$4,000$38,776
Allowance for credit losses on loans
Commercial and industrial$141,582$(47,517)$2,148$(45,369)$54,840$151,0521.43%
Commercial real estate — owner occupied10,759(3)74(1,196)9,5680.84%
Commercial and business lending152,341(47,520)2,155(45,365)53,644160,6201.37%
Commercial real estate — investor68,338(11,187)—(11,187)14,97372,1251.38%
Real estate construction70,578—656544771,0903.59%
Commercial real estate lending138,916(11,187)65(11,122)15,421143,2151.99%
Total commercial291,257(58,707)2,220(56,487)69,065303,8351.61%
Residential mortgage37,808(1,029)280(750)(4,483)32,5760.46%
Auto finance24,961(9,541)2,905(6,637)10,14228,4671.01%
Home equity18,032(216)1,3661,150(97)19,0852.87%
Other consumer13,812(6,922)1,096(5,826)10,37318,3585.76%
Total consumer94,613(17,709)5,647(12,062)15,93598,4860.91%
Total loans$385,870$(76,415)$7,867$(68,549)$85,000$402,3221.35%

Note 4 Goodwill and Other Intangible Assets

Goodwill

The Corporation conducted its most recent annual impairment testing in May 2025, utilizing a qualitative assessment. Based on this assessment, management concluded that it is more likely than not that the estimated fair value exceeded the carrying value (including goodwill) for each reporting unit. Therefore, a step one quantitative analysis was not required. There have beenno events since the May 2025 impairment test that have changed the Corporation's impairment assessment conclusion. There wereno impairment charges recorded in 2025, 2024, or 2023.

The Corporation had goodwill of $1.1 billion at both December 31, 2025 and 2024.

Core Deposit Intangibles

The Corporation has CDIs which are amortized. Changes in the gross carrying amount, accumulated amortization, and net book value for CDIs were as follows:

(in thousands)202520242023
Core deposit intangibles
Gross carrying amount at the beginning of the year$88,109$88,109$88,109
Accumulated amortization(65,260)(56,449)(47,638)
Net book value$22,849$31,660$40,471
Amortization during the year$8,811$8,811$8,811

Mortgage Servicing Rights

A summary of changes in the balance of the MSRs asset under the fair value measurement method is as follows:

(in thousands)20252024
Mortgage servicing rights
Mortgage servicing rights at beginning of period$87,683$84,390
Additions8,7166,707
Decay(8,621)(8,060)
Valuation:
Changes in fair value of asset(1,441)4,646
Mortgage servicing rights at end of period$86,337$87,683
Portfolio of residential mortgage loans serviced for others (“servicing portfolio”)$6,191,012$6,285,018
Mortgage servicing rights to servicing portfolio1.39%1.40%

The projections of amortization expense for CDIs and decay for MSRs are based on existing asset balances, the current interest rate environment, and prepayment speeds as of December 31, 2025. The actual expense the Corporation recognizes in any given period may be significantly different depending upon acquisition or sale activities, changes in interest rates, prepayment speeds, market conditions, regulatory requirements, and events or circumstances that indicate the carrying amount of an asset may not be recoverable. The following table shows the estimated future yearly amortization expense for CDIs and decay for MSRs:

(in thousands)Core Deposit IntangiblesMortgage Servicing Rights
2026$8,811$10,559
20278,81111,814
20283,48511,616
20291,68110,645
2030619,440
Beyond 2030—32,263
Total estimated amortization expense and MSRs decay(a)$22,849$86,337

(a) Includes the decrease in value due to passage of time, including the impact from both regularly scheduled principal payments and partial loan paydowns.

Note 5 Premises and Equipment

See Note 1 for the Corporation’s accounting policy for premises and equipment. A summary of the Corporation's premises and equipment is as follows:

($ in thousands) · EstimatedUseful Lives · December 31, 2025 · December 31, 2024
Land—$64,447$63,642
Land improvements3 – 20 years25,18322,911
Buildings and improvements5 – 40 years433,010415,690
Computers and related equipment4 – 8 years62,05060,198
Furniture, fixtures, and other equipment3 – 20 years120,301116,482
Operating leases—64,25156,818
Leasehold improvements2 – 20 years52,50646,192
Total premises and equipment821,748781,932
Less: Accumulated depreciation440,124402,840
Total premises and equipment, net$381,624$379,093

Depreciation and amortization of premises and equipment totaled $30.2 million for 2025, $29.0 million for 2024, and $30.0 million for 2023.

Note 6 Leases

The Corporation has operating leases for retail and corporate offices, land, and equipment. The Corporation also has a finance lease for retail and corporate offices.

These leases have original terms of 1 year or longer with remaining maturities up to 37 years, some of which include options to extend the lease term. An analysis of the lease options has been completed and any purchase options or optional periods that the Corporation is reasonably likely to extend have been included in the capitalization.

The discount rate used to capitalize the operating leases is the FHLB borrowing rate on the date of lease commencement. When determining the rate to discount specific lease obligations, the repayment period and term are considered.

Operating and finance lease costs and cash flows resulting from these leases are presented below:

Twelve Months Ended December 31,
(in thousands)202520242023
Operating lease costs$6,938$6,414$6,281
Operating lease cash flows6,8516,6177,171

The right-of-use asset and lease liability by lease classifications on the consolidated balance sheets were as follows:

Consolidated Balance Sheets Category
(in thousands) · December 31, 2025 · December 31, 2024
Operating lease right-of-use assetPremises and equipment$36,647$33,202
Operating lease liabilityAccrued expenses and other liabilities39,12935,596

The lease payment obligations, weighted-average remaining lease term, and weighted-average original discount rate were as follows:

December 31, 2025December 31, 2024
(in thousands)Lease PaymentsWeighted-average Lease Term (in years)Weighted-average Discount RateLease PaymentsWeighted-average Lease Term (in years)Weighted-average Discount Rate
Operating leases
Retail and corporate offices$44,5058.824.41%$39,0728.304.26%
Land3,1656.163.82%3,2286.633.52%
Equipment—0.00—%2041.504.62%
Total operating leases$47,6708.634.37%$42,5058.134.20%

Contractual lease payment obligations for each of the next five years and thereafter, in addition to a reconciliation to the Corporation’s lease liability, were as follows:

(in thousands)Total Leases
2026$6,878
20276,483
20285,752
20294,511
20304,258
Beyond 203019,788
Total lease payments$47,670
Less: interest8,541
Present value of lease payments$39,129

At December 31, 2025 and 2024, additional operating leases, primarily retail and corporate offices, that had not yet commenced totaled $6.1 million and $2.1 million, respectively. The leases that had not yet commenced as of December 31, 2025 will commence between April 2026 and January 2027 with lease terms of 5 year to 11 years.

The Corporation conducts a portion of its business through certain facilities and equipment under non-cancelable operating leases. The Corporation also leases a subdivision of some of its facilities and receives rental income from such lease agreements, included within occupancy expense on the consolidated statements of income. The approximate minimum annual rental payments and rental receipts under non-cancelable agreements and leases are as follows:

(in thousands)PaymentsReceipts
2026$6,693$4,101
20276,1123,478
20285,3932,763
20294,1572,712
20304,1712,744
Beyond 203019,97512,851
Total$46,501$28,649

Total rental expense from leases, net of lease income, totaled $2.4 million in 2025, $2.5 million in 2024, and $2.5 million in 2023.

Note 7 Deposits

The distribution of deposits is as follows:

(in thousands)December 31, 2025December 31, 2024
Noninterest-bearing demand$6,126,632$5,775,657
Savings5,471,8705,133,295
Interest-bearing demand7,823,3627,994,475
Money market6,139,4386,009,793
Network transaction deposits2,154,9951,758,388
Brokered CDs3,795,1334,276,309
Other time deposits4,041,1783,700,518
Total deposits$35,552,608$34,648,434

Time deposits in excess of $250,000 were $834.3 million and $757.7 million at December 31, 2025 and 2024, respectively.

Aggregate annual maturities of all time deposits at December 31, 2025, are as follows:

Maturities During Year Ending December 31,(in thousands)
2026$7,772,473
202743,062
20289,824
20295,927
20305,020
Thereafter5
Total$7,836,311

Note 8 Short and Long-Term Funding

The following table presents the components of short-term funding (funding with original contractual maturities of one year or less), and long-term funding (funding with original contractual maturities greater than one year):

(in thousands)December 31, 2025December 31, 2024
Short-term funding
Federal funds purchased$260,070$370,325
Securities sold under agreements to repurchase47,794100,044
Federal funds purchased and securities sold under agreements to repurchase$307,864$470,369
Long-term funding
Corporation senior notes, at par$300,000$300,000
Corporation subordinated notes, at par300,000550,000
Discount and capitalized costs(7,484)(8,664)
Subordinated debt fair value hedge(a)1,760(3,996)
Finance leases—295
Total long-term funding$594,276$837,635
Total short and long-term funding, excluding FHLB advances$902,140$1,308,004
FHLB advances
Short-term FHLB advances$2,855,250$1,250,000
Long-term FHLB advances414,122611,551
FHLB advances fair value hedge(a)(1,278)(7,744)
Total FHLB advances$3,268,094$1,853,807
Total short and long-term funding$4,170,234$3,161,811

(a) For additional information on the fair value hedges, see Note 13.

Securities Sold Under Agreements to Repurchase

The Corporation enters into agreements under which it sells securities subject to an obligation to repurchase the same or similar securities. Under these arrangements, the Corporation may transfer legal control over the assets but still retain effective control through an agreement that both entitles and obligates the Corporation to repurchase the assets. The obligation to repurchase the securities is reflected as a liability on the Corporation’s consolidated balance sheets, while the securities underlying the repurchase agreements remain in the respective investment securities asset accounts (i.e., there is no offsetting or netting of the investment securities assets with the repurchase agreement liabilities).

The Corporation utilizes repurchase agreements to facilitate the needs of its customers. The fair value of securities pledged to secure repurchase agreements may decline. At December 31, 2025, the Corporation had pledged securities valued at 283% of the gross outstanding balance of repurchase agreements to manage this risk.

The remaining contractual maturity of the securities sold under agreements to repurchase on the consolidated balance sheets is presented in the following table:

Overnight and Continuous
(in thousands)December 31, 2025December 31, 2024
Repurchase agreements
Agency mortgage-related securities$47,794$100,044

Long-Term Funding

Senior Notes

In August 2024, the Corporation issued $300.0 million in aggregate principal amount of 6.455% Fixed Rate / Floating Rate Senior Notes due August 29, 2030. During the period from, and including, August 29, 2024, to, but excluding, August 29, 2029, the senior notes will have a fixed coupon interest rate of 6.455% per annum, payable semi-annually in arrears. During the period from, and including, August 29, 2029, to, but excluding, the maturity date, the senior notes will have a floating rate per annum equal to Compounded SOFR, as defined in the Global Note issued in connection with the senior notes, plus 3.030%, payable quarterly in arrears. Prior to August 29, 2029, the Corporation may, at its option, redeem the senior notes, in whole or in part, at any time and from time to time, by paying the redemption price, as defined in the Global Note issued in connection with the senior notes, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. On August 29, 2029, the Corporation may at its option, redeem the senior notes, in whole, but not in part, by paying the aggregate principal amount of the notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. At any time and from time to time on or after July 30, 2030 (30 days prior to the maturity date), the Corporation may, at its option, redeem the senior notes in whole or in part by paying the aggregate principal amount of the senior notes to be redeemed plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date. The senior notes were issued at a discount.

Subordinated Notes

In February 2023, the Corporation issued $300.0 million of 10-year subordinated notes, due March 1, 2033 and redeemable in whole or in part at the Corporation's option (i) on the reset date of March 1, 2028 and any interest payment date thereafter, (ii) at any time on or after the three month period prior to the maturity date, and (iii) upon the occurrence of a Regulatory Capital Treatment Event, as defined in the Global Note issued in connection with the subordinated notes. The subordinated notes have a fixed coupon interest rate of 6.625% until the reset date, after which the rate will be equal to the Five-Year U.S. Treasury Rate as of the reset date plus 2.812% per annum. The notes were issued at a discount.

In January 2025, $250.0 million of 10-year subordinated notes issued in November 2014 by the Corporation matured and were repaid.

FHLB Advances

Under agreements with the FHLB of Chicago, FHLB advances are secured by pledging qualifying collateral of the subsidiary bank (such as residential mortgage loans, residential mortgage loans held for sale, home equity loans, CRE loans, and investment securities). At December 31, 2025, the Corporation had $11.4 billion of total collateral capacity, primarily supported by pledged consumer and CRE loans and investment securities. The FHLB advances had maturity or call dates ranging from 2026 through 2031 and had a weighted average interest rate of 3.77% as of December 31, 2025. The Corporation prepaid $600.0 million in long-term FHLB advances during the fourth quarter of 2024, incurring a prepayment fee of $14.0 million.

The table below summarizes the expected maturities of the Corporation’s long-term funding at December 31, 2025:

($ in thousands)Long Term Funding
Year
2026$204,283
20272,244
2028201,366
20293,235
2030299,560
Beyond 2030296,432
Total long-term funding$1,007,120

Note 9 Stockholders' Equity

Preferred Equity: In September 2018, the Corporation issued 4.0 million depositary shares, each representing a 1/40th interest in a share of the Corporation’s 5.875% Non-Cumulative Perpetual Preferred Stock, Series E, liquidation preference $1,000 per share. Dividends on the Series E Preferred Stock are payable quarterly in arrears only when, as and if declared by the Board of Directors at a rate per annum equal to 5.875%. Shares of the Series E Preferred Stock have priority over the Corporation’s common stock with regard to the payment of dividends and distributions upon liquidation, dissolution or winding up. As such, the Corporation may not pay dividends on or repurchase, redeem, or otherwise acquire for consideration shares of its common stock unless dividends for the Series E Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series E Preferred Stock may be redeemed by the Corporation at its option (i) either in whole or in part, from time to time, on any dividend payment date on or after the dividend payment date occurring on December 15, 2023, or (ii) in whole but not in part, at any time within 90 days following certain regulatory capital treatment events, in each case at a redemption price of $1,000 per share (equivalent to $25 per depositary share), plus any applicable dividends. Except in certain limited circumstances, the Series E Preferred Stock does not have any voting rights.

In June 2020, the Corporation issued 4.0 million depositary shares, each representing a 1/40th interest in a share of the Corporation’s 5.625% Non-Cumulative Perpetual Preferred Stock, Series F, liquidation preference $1,000 per share. Dividends on the Series F Preferred Stock are payable quarterly in arrears only when, as and if declared by the Board of Directors at a rate per annum equal to 5.625%. Shares of the Series F Preferred Stock have priority over the Corporation’s common stock with regard to the payment of dividends and distributions upon liquidation, dissolution or winding up. As such, the Corporation may not pay dividends on or repurchase, redeem, or otherwise acquire for consideration shares of its common stock unless dividends for the Series F Preferred Stock have been declared for that period, and sufficient funds have been set aside to make payment. The Series F Preferred Stock may be redeemed by the Corporation at its option (i) either in whole or in part, from time to time, on any dividend payment date on or after the dividend payment date occurring on September 15, 2025, or (ii) in whole but not in part, at any time within 90 days following certain regulatory capital treatment events, in each case at a redemption price of $1,000 per share (equivalent to $25 per depositary share), plus any applicable dividends. Except in certain limited circumstances, the Series F Preferred Stock does not have any voting rights.

Common Stock Issuance: On November 18, 2024, the Corporation completed its underwritten public offering of 13.8 million shares of common stock at a price to the public of $25.00 per share. The net proceeds to the Company from the offering were $331.0 million, after deducting underwriting discounts, commissions, and offering expenses payable by the Corporation.

Subsidiary Equity: At December 31, 2025, subsidiary equity equaled $4.8 billion. See Note 18 for additional information on regulatory requirements for the Bank.

Common Stock Repurchases: The Corporation repurchased 900,000 shares for $22.3 million (or an average cost per common share of $24.77) during 2025 and repurchased 900,000 shares for $18.3 million (or an average cost per common share of $20.32) during 2024.

As of December 31, 2025, $39.1 million remained available to repurchase shares of common stock under previously approved Board of Director authorizations. Any repurchase of shares under this authorization will be based on market and investment opportunities, capital levels, growth prospects, and any necessary regulatory approvals and other regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

The Corporation also repurchased shares in satisfaction of minimum tax withholding obligations in connection with settlements of equity compensation totaling $6.7 million (279,717 shares at an average cost per common share of $24.07) during 2025, compared to $6.2 million (302,077 shares at an average cost per common share of $20.64) during 2024.

Other Comprehensive Income (Loss): See the Consolidated Statements of Comprehensive Income for a summary of activity in other comprehensive income (loss) and see Note 21 for a summary of the components of accumulated other comprehensive income (loss).

Note 10 Stock-Based Compensation

Stock-Based Compensation Plan

In February 2025, the Board of Directors, with subsequent approval of the Corporation’s shareholders, approved the adoption of the 2025 Equity Incentive Plan. Shares available for issuance under the 2020 Incentive Plan were rolled into the 2025 Equity Incentive Plan. As of December 31, 2025,3.1 million shares remained available for issuance under the 2025 Plan.

The Corporation also issued restricted stock awards under the 2025 Plan and previously under the 2020 Plan. The shares of restricted stock are restricted as to transfer, but are not restricted as to dividend or voting rights. Restricted stock units receive dividend equivalents but do not have voting rights. The transfer restrictions lapse over three orfour years, depending upon whether the awards are performance-based or service-based. Performance-based awards are based on one or more performance measures as selected by the Compensation & Benefits Committee in its discretion, and service-based awards are contingent upon continued employment or meeting the requirements for retirement. Performance-based restricted stock awards granted during 2024 and 2025 will cliff-vest after thethree year performance period has ended. Service-based restricted stock awards granted during 2024 and 2025 will generally vest ratably over a period offour years.

The 2020 and 2025 Plans provide that restricted stock awards and stock options will immediately become fully vested upon retirement from the Corporation of retirement eligible colleagues or early retirement and death or disability. See Note 1 for the Corporation’s accounting policy for stock-based compensation.

A summary of the Corporation’s stock option activity for the year ended December 31, 2025 is presented below:

Stock OptionsShares(a)Weighted AverageExercise PriceWeighted AverageRemainingContractual TermAggregateIntrinsic Value(a)
Outstanding at December 31, 20241,778$22.363.41 years$3,693
Exercised26320.32
Forfeited or expired5522.86
Outstanding at December 31, 20251,460$22.712.52 years$4,483
Options exercisable at December 31, 20251,460$22.712.52 years$4,483

(a) In thousands

Intrinsic value represents the amount by which the fair market value of the underlying stock exceeds the exercise price of the stock option. For the years ended December 31, 2025, 2024, and 2023, the intrinsic value of stock options exercised was $1.5 million, $9.9 million, and $0.5 million, respectively. All stock options were vested as of December 31, 2024. The total fair value of stock options vested was $0.5 million for the year ended December 31, 2024, and $0.9 million for the year ended December 31, 2023.

The Corporation has issued time-based and performance-based restricted stock awards under the 2020 and 2025 Incentive Compensation Plans. Performance awards are based on performance goals determined by the Compensation and Benefits Committee of the Corporation's Board of Directors, with vesting ranging from a minimum of 0% to a maximum of 150% of the target award. Performance awards are valued utilizing a Monte Carlo simulation model to estimate fair value of the awards at the grant date.

The following table summarizes information about the Corporation’s restricted stock awards activity for the year ended December 31, 2025:

Restricted StockShares(a)Weighted AverageGrant Date Fair Value
Outstanding at December 31, 20242,310$21.25
Granted89124.20
Vested76122.17
Forfeited6822.95
Outstanding at December 31, 20252,372$22.02

(a) In thousands

The Corporation amortizes the expense related to restricted stock awards as compensation expense over the vesting period specified in the grant's award agreement. Expense for restricted stock awards of $18.1 million was recorded for the year ended December 31, 2025, $18.9 million for the year ended December 31, 2024, and $17.3 million for the year ended December 31, 2023. Included in compensation expense for 2025 was $5.7 million of expense for the accelerated vesting of restricted stock awards granted to retirement eligible colleagues. The Corporation had $18.2 million of unrecognized compensation costs related to restricted stock awards at December 31, 2025 that are expected to be recognized over the remaining requisite service periods that extend through thefirst quarter of 2029.

The Corporation has the ability to issue shares from treasury or new shares upon the exercise of stock options or the granting of restricted stock awards. As described in Note 9, the Board of Directors has authorized management to repurchase shares of the Corporation’s common stock, to be made available for issuance in connection with the Corporation’s employee incentive plans and for other corporate purposes. The repurchase of shares, if any, will be based on market and investment opportunities, capital levels, growth prospects, and regulatory constraints. Such repurchases may occur from time to time in open market purchases, block transactions, private transactions, accelerated share repurchase programs, or similar facilities.

Note 11 Retirement Plans

The Corporation has a noncontributory defined benefit RAP, covering substantially all employees who meet participation requirements. The benefit allocations are based primarily on years of service and the employee’s compensation paid. Employees of acquired entities generally participate in the RAP after consummation of the business combinations. Any retirement plans of acquired entities are typically merged into the RAP after completion of the mergers, and credit is usually given to employees for years of service at the acquired institution for vesting and eligibility purposes.

The Corporation also provides legacy healthcare access to a limited group of retired employees from a previous acquisition in the Postretirement Plan. There are no other active retiree healthcare plans.

The funded status and amounts recognized on the 2025 and 2024 consolidated balance sheets for the RAP and Postretirement Plan were as follows:

RAPPostretirementPlanRAPPostretirementPlan
(in thousands)2025202520242024
Change in fair value of plan assets
Fair value of plan assets at beginning of year$478,970$—$453,457$—
Actual return on plan assets55,988—43,676—
Employer contributions—190—183
Benefits paid(17,379)(190)(18,163)(183)
Fair value of plan assets at end of year(a)$517,579$—$478,970$—
Change in benefit obligation
Net benefit obligation at beginning of year$213,365$2,043$211,353$1,425
Service cost3,007—3,027—
Interest cost11,54010511,17373
Actuarial loss (gain)8,250(248)5,975729
Benefits paid(17,379)(190)(18,163)(183)
Net benefit obligation at end of year(a)$218,783$1,710$213,365$2,043
Funded (unfunded) status$298,796$(1,710)$265,605$(2,043)
Noncurrent assets$298,796$—$265,605$—
Current liabilities—(185)—(212)
Noncurrent liabilities—(1,525)—(1,832)
Asset (liability) recognized on the consolidated balance sheets$298,796$(1,710)$265,605$(2,043)

(a) The fair value of the plan assets represented 237% and 224% of the net benefit obligation of the RAP at December 31, 2025 and 2024, respectively.

Amounts recognized in accumulated other comprehensive (income) loss, net of tax, were as follows:

RAPPostretirementPlanRAPPostretirementPlan
(in thousands)2025202520242024
Prior service cost$(590)$(196)$(723)$(252)
Net actuarial loss14,8206924,758267
Amount not yet recognized in net periodic benefit cost, but recognized in accumulated other comprehensive loss (income)$14,230$(127)$24,035$15

Other changes in plan assets and benefit obligations recognized in OCI, net of tax were as follows:

RAPPostretirementPlanRAPPostretirementPlan
(in thousands)2025202520242024
Net actuarial gain (loss)$8,472$248$3,102$(729)
Amortization of prior service cost(177)(75)(215)(75)
Amortization of actuarial gain—(16)—(28)
Income tax (expense) benefit(2,070)(47)(718)208
Total recognized in OCI$6,225$110$2,169$(624)

The components of net periodic pension benefit cost for the RAP were as follows:

(in thousands)202520242023
Service cost$3,007$3,027$3,189
Interest cost11,54011,17310,887
Expected return on plan assets(39,267)(34,599)(32,862)
Amortization of prior service cost(177)(215)(250)
Amortization of actuarial loss———
Total net periodic pension benefit income$(24,897)$(20,614)$(19,037)

The components of net periodic benefit cost for the Postretirement Plan were as follows:

(in thousands)202520242023
Interest cost$105$73$78
Amortization of prior service cost(75)(75)(75)
Amortization of actuarial loss (gain)16(28)(29)
Total net periodic benefit cost (income)$46$(31)$(26)

The components of net periodic pension cost and net periodic benefit cost, other than the service cost component, are included in the other noninterest expense caption of the consolidated statements of income. The service cost components are included in the personnel noninterest expense caption of the consolidated statements of income.

RAPPostretirement PlanRAPPostretirement Plan
2025202520242024
Weighted average assumptions used to determine benefit obligations
Discount rate5.30%5.30%5.40%5.40%
Rate of increase in compensation levels3.00%N/A2.50%N/A
Interest crediting rate3.75%N/A3.81%N/A
Weighted average assumptions used to determine net periodic benefit costs
Discount rate5.70%5.40%5.40%5.40%
Rate of increase in compensation levels2.50%N/A2.50%N/A
Expected long-term rate of return on plan assets8.20%N/A7.40%N/A

The expected long-term rate of return on plan assets was estimated based on the RAP's current mix of the plan assets and a forward looking capital markets model which estimates long-term future returns. This model estimates expected long-term, forward-looking, annual returns and expected annual volatilities for different asset classes and correlations between each asset class pair using current yields for investment grade fixed income securities and risk premiums for riskier asset classes. The actual rates of return for the RAP assets were 12.54% and 10.16% for 2025 and 2024, respectively.

The RAP’s investments are exposed to various risks, such as interest rate, market, and credit risks. Due to the level of risks associated with certain investments and the level of uncertainty related to changes in the value of the investments, it is at least reasonably possible that changes in risks in the near term could materially affect the amounts reported. The investment objective for the RAP is to ensure there are sufficient assets to pay pension obligations when they come due while mitigating risks and providing prudent governance. The RAP has a diversified portfolio designed to provide liquidity, current income, and growth of income and principal, with anticipated asset allocation ranges of: equity securities 50 to 70%, fixed-income securities 30 to 50%, alternative securities 0 to 15%, and other cash equivalents 0 to 5%. Based on changes in economic and market conditions, the Corporation could be outside of the allocation ranges for brief periods of time. The asset allocation for the RAP as of the December 31, 2025 and 2024 measurement dates, respectively, by asset category were as follows:

Asset Category20252024
Equity securities56%55%
Fixed-income securities35%35%
Group annuity contracts8%8%
Other1%2%
Total100%100%

The RAP assets include cash equivalents, such as money market accounts, mutual funds, common / collective trust funds (which include investments in equity and bond securities), and a group annuity contract. Money market accounts are stated at cost plus accrued interest, mutual funds are valued at quoted market prices, investments in common / collective trust funds are valued at the amount at which units in the funds can be withdrawn, and the group annuity contract is valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations and considering the credit worthiness of the issuer.

Based on these inputs, the following tables summarize the fair value of the RAP’s investments:

December 31, 2025
(in thousands)Fair ValueLevel 1Level 2Level 3
RAP investments
Money market account$2,661$2,661$—$—
Common /collective trust funds197,772197,772——
Mutual funds277,577277,577——
Group annuity contract39,569——39,569
Total RAP investments$517,579$478,010$—$39,569
December 31, 2024
(in thousands)Fair ValueLevel 1Level 2Level 3
RAP investments
Money market account$7,892$7,892$—$—
Common /collective trust funds183,059183,059——
Mutual funds247,602247,602——
Group annuity contract40,416——40,416
Total RAP investments$478,970$438,554$—$40,416

The following presents a summary of the changes in the fair value of the RAP's Level 3 asset during the periods indicated.

Fair Value Reconciliation of Level 3 RAP Investments20252024
Fair value of group annuity contract at beginning of period$40,416$43,687
Return on plan assets1,645(731)
Benefits paid(2,492)(2,539)
Fair value of group annuity contract at end of period$39,569$40,416

The Corporation’s RAP funding policy is to pay at least the minimum amount required by federal law and regulations, with consideration given to the maximum funding amounts allowed. The Corporation regularly reviews the funding of its RAP. There wereno contributions to the RAP during 2025 and 2024.

The projected benefit payments were calculated using the same assumptions as those used to calculate the benefit obligations listed above. The projected benefit payments for the RAP and Postretirement Plan at December 31, 2025, reflecting expected future services, were as follows:

(in thousands)RAPPostretirement Plan
Estimated future benefit payments
2026$22,872$190
202721,660185
202821,472179
202921,555173
203021,226166
2031-203585,207711

The health care trend rate is an assumption as to how much the Postretirement Plan’s medical costs will change each year in the future. There are no remaining participants under age 65 in the Postretirement Plan. The actual change in 2025 health care premium rates for post-65 coverage was a decrease of 47.66%. The health care trend rate assumption for post-65 coverage assumes a 5.80% rate of increase for 2026, declining to an ultimate trend rate of 5% by the year 2030.

The Corporation also has a 401(k) and Employee Stock Ownership Plan (the “401(k) plan”). The Corporation’s contribution is determined by the Compensation and Benefits Committee of the Board of Directors. Total expenses related to contributions to the 401(k) plan were $17.5 million, $17.2 million, and $15.6 million for 2025, 2024, and 2023, respectively.

Note 12 Income Taxes

The current and deferred amounts of income tax expense (benefit) were as follows:

Years Ended December 31,
(in thousands)202520242023
Current
Federal$62,599$38,353$29,319
State19,2899,4365,283
Total current81,88847,78934,602
Deferred
Federal25,320(30,701)(8,371)
State(4,075)(5,775)(3,135)
Total deferred21,245(36,475)(11,506)
Total income tax expense$103,133$11,314$23,097
Total federal$87,919$7,652$20,948
Total state15,2143,6612,148
Total income tax expense$103,133$11,314$23,097

Income taxes paid (refunded) are as follows:

Years Ended December 31,
(in thousands)202520242023
Federal$(3,266)$6,607$42,500
State4,78711,14226,917
Total$1,521$17,749$69,417

Income taxes paid (net of refunds) exceeds 5% of total income taxes paid (net of refunds) for the year in the following jurisdictions:

Years Ended December 31,
(in thousands)202520242023
Federal$(3,266)$6,607$42,500
State
Illinois2,5894,0547,250
Minnesota2,195*4,000
New York753**
New York City443**
Iowa585**
Connecticut344**
New Jersey280**
Massachusetts118**
Indiana99**
Wisconsin(2,718)1,94210,450
Ohio*1,607*

*Did not exceed 5% of total income taxes paid (net of refunds).

Temporary differences between the amounts reported on the financial statements and the tax bases of assets and liabilities resulted in deferred taxes. DTAs and liabilities, included in other assets and accrued expenses and other liabilities on the consolidated balance sheets, respectively, were as follows:

(in thousands)December 31, 2025December 31, 2024
Deferred tax assets
Allowance for loan losses$95,867$89,295
Allowance for other losses10,5769,840
Accrued liabilities33,93126,109
Deferred compensation34,08630,404
Federal tax credits carryforward—18,160
Benefit of state tax losses and credit carryforwards5,7604,187
Capital loss15,92329,325
Nonaccrual interest1,8401,269
Partnerships38,39037,781
Lease liability9,9218,881
Basis difference from equity securities and other investments4,302—
Net unrealized losses on AFS securities3,51016,228
Net unrealized losses on pension and postretirement benefits5,8797,995
Other8,5103,353
Total deferred tax assets$268,495$282,828
Valuation allowance for deferred tax assets(15,923)(32,702)
Total deferred tax assets after valuation allowance$252,572$250,126
Deferred tax liabilities
Prepaid expenses$102,491$83,251
Goodwill22,86222,376
Mortgage banking activities21,77821,877
Deferred loan fee income8,2707,836
Lease financing64,17113,213
Bank premises and equipment3,02930,534
Purchase accounting4,3746,246
Basis difference from equity securities and other investments—3,104
Total deferred tax liabilities$226,975$188,437
Net deferred tax assets$25,597$61,689

At December 31, 2025, the valuation allowance for DTAs was related to capital loss carryovers. The changes in the valuation allowance inclusive of state valuation allowances were as follows:

(in thousands)20252024
Valuation allowance for deferred tax assets, beginning of year$(32,702)$—
Decrease (increase) in current year16,779(32,702)
Valuation allowance for deferred tax assets, end of year$(15,923)$(32,702)

At December 31, 2025, the Corporation had state net operating loss carryforwards of $133.9 million (of which $2.0 million was acquired from various acquisitions) that will begin expiring in 2029.

The effective income tax rate differs from the statutory federal tax rate. The major reasons for this difference were as follows:

202520242023
(Dollars in thousands)DollarPercentDollarPercentDollarPercent
Federal income tax rate at statutory rate$121,36121.0%$28,23621.0%$43,27121.0%
Increases (decreases) resulting from:
State income taxes (net of federal benefit)(a)10,1051.9%(1,276)(0.9)%(2,232)(1.1)%
Tax effect of tax credits and benefits, net of related expenses
Partnerships(5,904)(1.0)%(7,400)(5.5)%(7,248)(3.5)%
Research credits(992)(0.2)%(1,044)(0.8)%(1,574)(0.8)%
Other tax credits——%——%(194)(0.1)%
Nontaxable and nondeductible items
Tax-exempt interest and dividends(13,030)(2.3)%(13,921)(10.4)%(15,321)(7.4)%
Bank owned life insurance(3,611)(0.6)%(2,830)(2.1)%(2,149)(1.0)%
Net (benefit) tax from stock-based compensation(292)(0.1)%(208)(0.2)%7—%
Net benefit of portfolio reallocation and legal entity rationalization plan(b)——%(29,109)(21.6)%——%
FDIC premium6,7601.2%6,5004.8%6,2203.0%
Dividends(318)(0.1)%(336)(0.2)%(334)(0.2)%
Other1,9430.3%3,6102.7%2,1771.1%
Changes in valuation allowance(14,337)(2.5)%27,52520.5%——%
Changes in unrecognized tax benefits1,0170.2%5450.4%(6)—%
Other adjustments4310.1%1,0220.7%4800.2%
Effective income tax$103,13317.9%$11,3148.4%$23,09711.2%

(a) State taxes from Illinois and Minnesota made up the majority (greater than 50%) of the tax effect in this category during 2025 and from Wisconsin and Illinois during 2024 and 2023.

(b) Related to the previously announced strategic reallocation of the investment portfolio and adoption of a legal entity rationalization plan in the second quarter of 2024.

Savings banks acquired by the Corporation in 1997 and 2004 qualified under provisions of the Internal Revenue Code that permitted them to deduct from taxable income an allowance for bad debts that differed from the provision for such losses charged to income for financial reporting purposes. Accordingly, no provision for income taxes has been made for $100 million of retained income at December 31, 2025. If income taxes had been provided, the deferred tax liability would have been $25.4 million. Management does not expect this amount to become taxable in the future; therefore, no provision for income taxes has been made.

The Corporation and its subsidiaries file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. The Corporation’s federal income tax returns are open and subject to examination from the 2022 tax return year and forward. The years open to examination by state and local government authorities varies by jurisdiction.

A reconciliation of the beginning and ending amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate was as follows:

(in thousands)20252024
Balance at beginning of year$2,772$2,227
Changes for tax positions related to prior years23483
Changes for tax positions related to current year783462
Balance at end of year$3,789$2,772

The Corporation recognizes interest and penalties accrued related to unrecognized tax benefits in the income tax expense line on the consolidated statements of income. Interest and penalty benefits, as well as accrued interest and penalties, were immaterial at both December 31, 2025 and 2024. At December 31, 2025 and 2024, the Corporation believes it has appropriately accounted for any unrecognized tax benefits. Management does not anticipate significant adjustments to the total amount of unrecognized tax benefits within the next twelve months.

Note 13 Derivative and Hedging Activities

The Corporation enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest and currency rates as well as other economic conditions.

The contract or notional amount of a derivative is used to determine, along with the other terms of the derivative, the amounts to be exchanged between the counterparties. The Corporation is exposed to credit risk in the event of nonperformance by counterparties to financial instruments. To mitigate the counterparty risk, contracts generally contain language outlining collateral pledging requirements for each counterparty. For non-centrally cleared derivatives, collateral must be posted when the market value exceeds certain mutually agreed upon threshold limits. Securities and cash are often pledged as collateral. The Corporation pledged $79.4 million and $81.4 million of investment securities as collateral at December 31, 2025 and 2024, respectively. Cash is often pledged as collateral for derivatives that are not centrally cleared. The Corporation's required cash collateral was $11.8 million at December 31, 2025, compared to $0.3 million at December 31, 2024. See Note 17 for fair value information and disclosures and see Note 1 for the Corporation's accounting policy for derivative and hedging activities.

Fair Value Hedges

Fair value hedges of interest rate risk: The Corporation is exposed to changes in the fair value of its fixed-rate debt due to changes in benchmark interest rates. The Corporation uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rates. Interest rate swaps designated as fair value hedges involve receiving payment of fixed-rate amounts from a counterparty in exchange for the Corporation paying variable-rate payments over the life of the agreements without the exchange of the underlying notional amount.

Fair value hedges of foreign currency exchange rate risk: The Corporation is exposed to changes in the fair value of its foreign currency denominated loans due to changes in foreign currency exchange rates. The Corporation uses foreign currency exchange forward contracts to manage its exposure to changes in fair value on these foreign currency denominated loans.

Cash Flow Hedges

The Corporation's objectives in using interest rate derivatives are to add stability to interest income and to manage its exposure to interest rate movements. To accomplish this objective, the Corporation uses interest rate swaps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve receiving fixed-rate amounts from a counterparty in exchange for the Corporation making variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. These items, along with the net interest from the derivative, are reported in the same income statement line as the interest income from the floating-rate assets.

Non-Designated Hedges

Derivatives to Accommodate Customer Needs

Derivatives not designated as hedges may be used to manage the Corporation's exposure to interest or foreign exchange rate movements, or to provide a service to customers, but do not meet the requirements for hedge accounting under U.S. GAAP. Derivatives not designated as hedges are not entered into for speculative purposes. The Corporation executes interest rate swaps or forward currency exchange forwards with commercial lending customers to facilitate their respective risk management strategies. These derivative contracts with customers are simultaneously offset by derivative contracts that the Corporation executes with a third party, such that the Corporation minimizes its net risk exposure resulting from such transactions. As these interest rate swaps and foreign currency exchange forwards do not meet the hedge accounting requirements, changes in the fair value of both the customer swaps and the offsetting swaps are recognized directly in earnings in capital markets, net.

The Corporation also enters into credit risk participation agreements with financial institution counterparties for interest rate swaps related to loans as either a participant or a lead bank. The risk participation agreements entered into by the Corporation as a participant bank provide credit protection to the financial institution counterparty should the borrower fail to perform on its interest rate derivative contract with that financial institution.

Mortgage Derivatives

Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair values of these commitments are recorded in other assets and accrued expenses and other liabilities on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net on the consolidated statements of income.

Interest rate-related instruments for MSRs hedge: The fair value of the Corporation's MSRs asset changes in response to changes in primary mortgage loan rates and other assumptions. To mitigate the earnings volatility caused by changes in the fair value of MSRs, the Corporation designates certain financial instruments as an economic hedge. Changes in the fair value of these instruments are generally expected to partially offset changes in the fair value of MSRs and are recorded in other assets and accrued expenses and other liabilities on the consolidated balance sheets with the changes in fair value recorded as a component of mortgage banking, net on the consolidated statements of income.

The following table presents the total notional amounts and gross fair values of the Corporation's derivatives, as well as the balance sheet netting adjustments as of December 31, 2025 and December 31, 2024. The derivative assets and liabilities are presented on a gross basis prior to the application of bilateral collateral and master netting agreements, but after the variation margin payments with central clearing organizations have been applied as settlement, as applicable. Total derivative assets and liabilities are adjusted to take into consideration the effects of legally enforceable master netting agreements and cash collateral received or paid as of December 31, 2025 and December 31, 2024. The resulting net derivative asset and liability fair values are included in other assets and accrued expenses and other liabilities, respectively, on the consolidated balance sheets.

December 31, 2025 · December 31, 2024
Asset · Liability · Asset · Liability
(in thousands) · Notional Amount · FairValue · Notional Amount · FairValue · Notional Amount · FairValue · Notional Amount · FairValue
Designated as hedging instruments:
Interest rate-related instruments(a)$2,425,000$10,517$25,000$1$1,950,000$2,960$1,150,000$2,976
Foreign currency exchange forwards280,15975738,384194127,5182,457216,665563
Total designated as hedging instruments11,2741955,4183,539
Not designated as hedging instruments:
Interest rate-related and other instruments4,775,81866,7877,072,274108,6313,858,86788,5416,992,894170,928
Foreign currency exchange forwards48,9041,73143,7871,51768,0284,31574,1994,106
Mortgage banking(b)39,998814107,00044428,58058085,000—
Total not designated as hedging instruments69,332110,59293,436175,034
Gross derivatives before netting80,606110,78798,854178,573
Less: Legally enforceable master netting agreements12,83912,83912,66712,667
Less: Cash collateral pledged/received10,3438,33435,190250
Total derivative instruments, after netting$57,424$89,614$50,997$165,656

(a) The notional amounts of the interest rate-related instruments designated as hedging instruments include forward starting interest rate swaps. As of December 31, 2025, the Corporation did not have any forward starting interest rate-related swaps. As of December 31, 2024 such swaps with effective dates ranging from February 1, 2025 to March 1, 2025 had an asset notional amount and fair value of $100.0 million and $0.3 million, respectively, and a liability notional amount and fair value of $300.0 million and $1.4 million, respectively.

(b) The mortgage derivative asset includes interest rate lock commitments, while the mortgage derivative liability includes forward commitments. Given the fair value position as of December 31, 2025, the fair value of the mortgage derivative asset included $0.8 million of interest rate lock commitments and the derivative liability included $0.4 million of forward commitments. As of December 31, 2024, the fair value of the mortgage derivative asset included $0.3 million of interest rate lock commitments and $0.3 million of forward commitments.

The following table presents amounts that were recorded on the consolidated balance sheets related to cumulative basis adjustments for fair value hedges:

Line Item in the Consolidated Balance Sheets in Which the Hedged Item is Included
Carrying Amount of the Hedged Assets/(Liabilities)(a)Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)Carrying Amount of the Hedged Assets/(Liabilities)(a)Cumulative Amount of Fair Value Hedging Adjustment Included in the Carrying Amount of the Hedged Assets/(Liabilities)
(in thousands) · December 31, 2025 · December 31, 2024
Other long-term funding$(301,760)$(1,760)$(296,004)$3,996
FHLB Advances(198,722)1,278(592,256)7,744
Total$(500,482)$(482)$(888,260)$11,740

(a) Excludes hedged items where only foreign currency risk is the designated hedged risk. At December 31, 2025 and 2024, the carrying amount excluded for foreign currency denominated loans was $318.5 million and $344.2 million, respectively.

The Corporation terminated its $500.0 million fair value hedge during the fourth quarter of 2019. At December 31, 2025, the amortized cost basis of the closed portfolios which had previously been used in the terminated hedging relationship was $193.9 million and is included in loans on the consolidated balance sheets. This amount includes $0.7 million of hedging adjustments on the discontinued hedging relationships, which are not presented in the table above.

The tables below identify the effect of fair value and cash flow hedge accounting on the Corporation's consolidated statements of income:

Location and Amount Recognized on the Consolidated Statements of Income in Fair Value and Cash Flow Hedging Relationships
For the Years Ended December 31,
2025 · 2024 · 2023
(in thousands)Interest IncomeInterest (Expense)Interest IncomeInterest (Expense)Interest IncomeInterest (Expense)(Loss) on Mortgage Portfolio Sale
Total amounts of income/expense presented on the consolidated statements of income in which the effects of the fair value or cash flow hedges are recorded(a)$(4,287)$(6,379)$(16,695)$(19,189)$(14,176)$(17,536)$(125)
The effects of fair value and cash flow hedging: Impact on fair value hedging relationships in Subtopic 815-20
Interest contracts:
Hedged items(115)(12,222)(217)661(245)(5,084)(125)
Derivatives designated as hedging instruments(a)(4,172)5,843(16,478)(19,850)(13,930)(12,451)—

(a) Includes net settlements on the derivatives.

Location and Amount Recognized on the Consolidated Statements of Income in Fair Value Hedging Relationships
For the Years Ended December 31,
202520242023
(in thousands)Capital Markets, NetCapital Markets, NetCapital Markets, Net
Total amounts of income/expense presented on the consolidated statements of income in which the effects of the fair value hedges are recorded$1$(3)$—
Foreign currency contracts:
Hedged items9,299(31,226)9,322
Derivatives designated as hedging instruments(9,298)31,223(9,322)

The following table presents the effect of cash flow hedge accounting on accumulated other comprehensive income (loss):

For the Years Ended December 31,
(in thousands)202520242023
Interest rate-related instruments designated as cash flow hedging instruments
Amount of income (loss) recognized in OCI on cash flow hedge derivative(a)$7,243$(21,537)$(13,254)
Amount of loss reclassified from accumulated other comprehensive income (loss) into interest income(a)4,17216,47813,930

(a) The entirety of gains (losses) recognized in OCI as well as those reclassified from accumulated other comprehensive income (loss) into interest income were included components in the assessment of hedge effectiveness.

Amounts reported in accumulated other comprehensive income (loss) related to cash flow hedge derivatives are reclassified to interest income as interest payments are made on the hedged variable interest rate assets. The Corporation estimates that $7.2 million will be reclassified as an increase to interest income over the next 12 months. This amount could differ from amounts actually recognized due to changes in interest rates, hedge de-designations, or the addition of other hedges subsequent to December 31, 2025. The maximum length of time over which the Corporation is hedging its exposure to the variability in future cash flows is 24 months as of December 31, 2025.

The table below identifies the effect of derivatives not designated as hedging instruments on the Corporation's consolidated statements of income:

Consolidated Statements of Income Category ofGain / (Loss) Recognized in Income · For the Years Ended December 31,
(in thousands) · 2025 · 2024 · 2023
Derivative Instruments
Interest rate-related and other instruments — customer and mirror, netCapital markets, net$(92)$(133)$392
Interest rate-related instruments — MSRs hedgeMortgage banking, net(796)(6,531)(1,096)
Foreign currency exchange forwardsCapital markets, net(261)(371)1,670
Interest rate lock commitments (mortgage)Mortgage banking, net488(113)353
Forward commitments (mortgage)Mortgage banking, net(698)927(627)

Note 14 Balance Sheet Offsetting

Interest Rate-Related Instruments and Foreign Exchange Forwards (“Interest and Foreign Exchange Agreements”)

The Corporation is permitted to present derivative receivables and derivative payables with the same counterparty and the related cash collateral receivables and payables on a net basis on the consolidated balance sheets when a legally enforceable master netting agreement exists. The Corporation has elected to net such balances where it has determined that the specified conditions are met.

The Corporation uses master netting agreements to mitigate counterparty credit risk in these transactions, including derivative contracts. A master netting agreement is a single agreement with a counterparty that permits multiple transactions governed by that agreement to be terminated or accelerated and settled through a single payment in a single currency in the event of a default (e.g., bankruptcy, failure to make a required payment or securities transfer, or failure to deliver collateral or margin when due).

Typical master netting agreements for these types of transactions also contain a collateral/margin agreement that provides for a security interest in, or title transfer of, securities or cash collateral/margin to the party that has the right to demand margin (the "demanding party"). The collateral/margin agreement typically requires a party to transfer collateral/margin to the demanding party with a value equal to the amount of the margin deficit on a net basis across all transactions governed by the master netting agreement, less any threshold. The collateral/margin agreement grants to the demanding party, upon default by the counterparty, the right to offset any amounts payable by the counterparty against any posted collateral or the cash equivalent of any posted collateral/margin. It also grants to the demanding party the right to liquidate collateral/margin and to apply the proceeds to an amount payable by the counterparty.

See Note 13 for additional information on the Corporation’s derivative and hedging activities.

The following tables present the interest rate and foreign exchange assets and liabilities subject to an enforceable master netting arrangement. The interest rate and foreign exchange agreements the Corporation has with its commercial customers are not subject to an enforceable master netting arrangement and are therefore excluded from these tables:

Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets · Net Amounts Presented on the Consolidated Balance Sheets · Gross Amounts Not Offset on the Consolidated Balance Sheets
(in thousands) · Gross Amounts Recognized · Derivative Liabilities Offset · Cash Collateral Received · Security Collateral Received · NetAmount
Derivative assets
December 31, 2025$42,468$(12,839)$(10,343)$19,286$(18,131)$1,155
December 31, 2024$79,807$(12,667)$(35,190)$31,950$(31,950)$—
Gross Amounts Subject to Master Netting Arrangements Offset on the Consolidated Balance Sheets · Net Amounts Presented on the Consolidated Balance Sheets · Gross Amounts Not Offset on the Consolidated Balance Sheets
(in thousands)Gross Amounts RecognizedDerivative Assets OffsetCash Collateral PledgedSecurity Collateral PledgedNetAmount
Derivative liabilities
December 31, 2025$23,006$(12,839)$(8,334)$1,833$—$1,833
December 31, 2024$14,369$(12,667)$(250)$1,452$—$1,452

Note 15 Commitments, Off-Balance Sheet Arrangements, and Legal Proceedings

The Corporation utilizes a variety of financial instruments in the normal course of business to meet the financial needs of its customers and to manage its own exposure to fluctuations in interest rates. These financial instruments include lending-related and other commitments (see below) as well as derivative instruments (see Note 13). The following is a summary of lending-related commitments:

(in thousands)December 31, 2025December 31, 2024
Commitments to extend credit(a), excluding commitments to originate residential mortgage loans held for sale(b)$11,872,816$11,173,438
Commercial letters of credit(a)425875
Standby letters of credit(c)222,047253,709

(a) These off-balance sheet financial instruments are exercisable at the market rate prevailing at the date the underlying transaction will be completed and, thus, are deemed to haveno current fair value, or the fair value is based on fees currently charged to enter into similar agreements and was not material at December 31, 2025 or 2024.

(b) Interest rate lock commitments to originate residential mortgage loans held for sale are considered derivative instruments and are disclosed in Note 13.

(c) Standby letters of credit are presented excluding participations. The Corporation has established a liability of $2.2 million at December 31, 2025 and and $2.5 million at December 31, 2024, as an estimate of the fair value of these financial instruments.

Lending-related Commitments

As a financial services provider, the Corporation routinely enters into commitments to extend credit. Such commitments are subject to the same credit policies and approval process accorded to loans made by the Corporation, with each customer’s creditworthiness evaluated on a case-by-case basis. The commitments generally have fixed expiration dates or other termination clauses and may require the payment of a fee. The Corporation’s exposure to credit loss in the event of nonperformance by the other party to these financial instruments is represented by the contractual amount of those instruments. The amount of collateral obtained, if deemed necessary by the Corporation upon extension of credit, is based on management’s credit evaluation of the customer. Since a significant portion of commitments to extend credit are subject to specific restrictive loan covenants or may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. An allowance for unfunded commitments is maintained at a level believed by management to be sufficient to absorb expected lifetime losses related to unfunded commitments (including unfunded loan commitments and letters of credit).

The following table presents a summary of the changes in the allowance for unfunded commitments:

(in thousands)Year Ended December 31, 2025Year Ended December 31, 2024
Allowance for unfunded commitments
Balance at beginning of period$38,776$34,776
Provision for unfunded commitments2,5004,000
Balance at end of period$41,276$38,776

Lending-related commitments include commitments to extend credit, commitments to originate residential mortgage loans held for sale, commercial letters of credit, and standby letters of credit. Commitments to extend credit are legally binding agreements to lend to customers at predetermined interest rates, as long as there is no violation of any condition established in the contracts. Interest rate lock commitments to originate residential mortgage loans held for sale and forward commitments to sell residential mortgage loans are considered derivative instruments, and the fair value of these commitments is recorded in other assets and accrued expenses and other liabilities on the consolidated balance sheets. The Corporation’s derivative and hedging activity is further described in Note 13. Commercial and standby letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party, while standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party.

Other Commitments

The Corporation invests in qualified affordable housing projects, historic projects, new market projects, and opportunity zone funds for the purpose of community reinvestment and obtaining tax credits and other tax benefits. Return on the Corporation's investment in these projects and funds comes in the form of the tax credits and tax losses that pass through to the Corporation. The aggregate carrying value of these investments at December 31, 2025, was $174.3 million, compared to $204.8 million at December 31, 2024, included in tax credit and other investments on the consolidated balance sheets.

Under the proportional amortization method, the Corporation amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits. The Corporation recognized additional income tax expense attributable to the amortization of investments in qualified affordable housing projects of $35.5 million, $34.8 million, and $34.1 million during the years ended

December 31, 2025, 2024, and 2023, respectively. The Corporation's remaining investment in qualified affordable housing projects accounted for under the proportional amortization method totaled $172.2 million at December 31, 2025 and $202.8 million at December 31, 2024.

The Corporation’s unfunded contributions relating to investments in qualified affordable housing and historic projects are recorded in accrued expenses and other liabilities on the consolidated balance sheets. The Corporation’s remaining unfunded contributions totaled $22.8 million and $29.7 million at December 31, 2025 and 2024, respectively.

During the years ended December 31, 2025, 2024 and 2023, the Corporation didnot record any impairment related to qualified affordable housing investments.

The Corporation has principal investment commitments to provide capital-based financing to private companies through either direct investment in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such principal investment commitments is generally dependent on the investment cycle, whereby privately held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, which can vary based on overall market conditions, as well as the nature and type of industry in which the companies operate. The timing of future cash requirements to fund these pools is dependent upon loan demand, which can vary over time. The aggregate carrying value of these investments was $62.3 million and $54.1 million at December 31, 2025 and 2024, respectively, included in tax credit and other investments on the consolidated balance sheets.

The Corporation is party to various pending and threatened claims and legal proceedings arising in the normal course of business activities, some of which involve claims for substantial amounts. Although there can be no assurance as to the ultimate outcomes, the Corporation believes it has meritorious defenses to the claims asserted against it in its currently outstanding matters and intends to continue to defend itself vigorously with respect to such legal proceedings. The Corporation will consider settlement of cases when, in management’s judgment, it is in the best interests of the Corporation and its shareholders.

Management believes that the legal proceedings currently pending against it should not have a material adverse effect on the Corporation’s consolidated financial condition. However, in light of the uncertainties involved in such proceedings, there is no assurance that the ultimate resolution of these matters will not significantly exceed the reserves the Corporation has currently accrued or that a matter will not have material reputational or other qualitative consequences. As a result, the outcome of a particular matter may be material to the Corporation’s operating results for a particular period, depending on, among other factors, the size of the loss or liability imposed and the level of the Corporation’s income for that period.

Mortgage Repurchase Reserve

The Corporation sells residential mortgage loans to investors in the normal course of business. Residential mortgage loans sold to others are predominantly conventional residential first lien mortgages originated under the Corporation's usual underwriting procedures, and are most often sold on a nonrecourse basis, primarily to the GSEs. The Corporation’s agreements to sell residential mortgage loans in the normal course of business usually require certain representations and warranties on the underlying loans sold, related to credit information, loan documentation, collateral, and insurability. Subsequent to being sold, if a material underwriting deficiency or documentation defect is discovered, the Corporation may be obligated to repurchase the loan or reimburse the GSEs for losses incurred (collectively, “make whole requests”). The make whole requests and any related risk of loss under the representations and warranties are largely driven by borrower performance. The Corporation also sells qualifying residential mortgage loans guaranteed by U.S. government agencies into GNMA pools.

As a result of make whole requests, the Corporation has repurchased loans with aggregate principal balances of $3.5 million and $3.2 million for the years ended December 31, 2025 and 2024, respectively. There wereno loss reimbursement and settlement claims paid for the years ended December 31, 2025, or 2024. Make whole requests since January 1, 2024 generally arose from loans originated since January 1, 2022 with such balances totaling $3.9 billion at the time of sale, consisting primarily of loans sold to GSEs. As of December 31, 2025, $1.8 billion of those loans originated since January 1, 2022 remain outstanding.

The balance in the mortgage repurchase reserve at the balance sheet date reflects the estimated amount of potential loss the Corporation could incur from repurchasing a loan, as well as loss reimbursements, indemnifications, and other settlement resolutions. The mortgage repurchase reserve, included in accrued expenses and other liabilities on the consolidated balance sheets, was $0.3 million at December 31, 2025 and $0.6 million at December 31, 2024.

The Corporation may also sell residential mortgage loans with limited recourse (limited in that the recourse period ends prior to the loan’s maturity, usually after certain time and/or loan paydown criteria have been met), whereby repurchase could be required if the loan had defined delinquency issues during the limited recourse periods. At December 31, 2025 and December 31, 2024, there were $11.4 million and $13.7 million, respectively, of residential mortgage loans sold with such recourse risk. There have been limited instances and immaterial historical losses on repurchases for recourse under the limited recourse criteria.

The Corporation has a subordinate position to the FHLB in the credit risk on residential mortgage loans it sold to the FHLB Mortgage Partnership Finance Traditional program in exchange for a monthly credit enhancement fee. At December 31, 2025 and December 31, 2024, there were $273.4 million and $133.8 million, respectively, of such residential mortgage loans with credit risk recourse, upon which there have been immaterial historical losses to the Corporation.

Note 16 Parent Company Only Financial Information

Presented below are condensed financial statements for the Parent Company:

Balance Sheets

December 31,
(in thousands)20252024
Assets
Cash and due from banks$32,616$36,158
Interest-bearing deposits in other financial institutions50,325212,943
Notes and interest receivable from subsidiaries653,411710,126
Investments in and receivable due from subsidiaries4,802,6494,455,525
Other assets60,43157,649
Total assets$5,599,432$5,472,402
Liabilities and Stockholders' Equity
Senior notes, at par$300,000$300,000
Subordinated notes, at par300,000550,000
Long-term funding capitalized costs and fair value hedge liability(5,724)(12,660)
Total long-term funding594,276837,340
Accrued expenses and other liabilities29,80929,500
Total liabilities624,085866,841
Preferred equity194,112194,112
Common equity4,781,2354,411,450
Total stockholders’ equity4,975,3474,605,562
Total liabilities and stockholders’ equity$5,599,432$5,472,402

Statements of Income

For the Years Ended December 31,
(in thousands)202520242023
Income
Income from subsidiaries$483,092$129,224$192,559
Interest income on notes receivable from subsidiaries45,60742,83430,363
Other income1,4281,3101,175
Total income530,127173,368224,097
Expense
Interest expense on short and long-term funding43,00945,78136,081
Other expense6,6966,7277,352
Total expense49,70552,50843,434
Income before income tax expense480,422120,860180,663
Income tax (benefit)5,645(2,286)(2,292)
Net income474,777123,145182,956
Preferred stock dividends11,50011,50011,500
Net income available to common equity$463,277$111,645$171,456

Statements of Cash Flows

For the Years Ended December 31,
(in thousands)202520242023
Cash Flows from Operating Activities
Net income$474,777$123,145$182,956
Adjustments to reconcile net income to net cash provided by operating activities:
(Increase) decrease in equity in undistributed net income (loss) of subsidiaries(281,091)55,776107,441
Net change in other assets and accrued expenses and other liabilities24,61512,059(35,863)
Net cash provided by operating activities218,301190,980254,534
Cash Flows from Investing Activities
Net decrease (increase) in investment in subsidiary55,000(331,023)—
Net increase in notes receivable from subsidiaries—(145,000)(385,000)
Net cash provided by (used in) investing activities55,000(476,023)(385,000)
Cash Flows from Financing Activities
Net decrease in commercial paper——(20,798)
Proceeds from issuance of long-term funding—297,864292,740
Repayment of Corporation's senior notes(250,000)——
Proceeds from issuance of common stock—331,023—
Proceeds from issuance of common stock for stock-based compensation plans6,88737,5764,297
Purchase of treasury stock, open market purchases(22,292)(18,289)—
Purchase of treasury stock, stock-based compensation plans(6,733)(6,234)(6,593)
Cash dividends on common stock(155,773)(139,197)(129,534)
Cash dividends on preferred stock(11,500)(11,500)(11,500)
Other(50)——
Net cash (used in) provided by financing activities(439,461)491,243128,612
Net (decrease) increase in cash and cash equivalents(166,160)206,200(1,854)
Cash and cash equivalents at beginning of year249,10142,90144,755
Cash and cash equivalents at end of year$82,941$249,101$42,901

Note 17 Fair Value Measurements

Fair value represents the estimated price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date under current market conditions (i.e., an exit price concept). See Note 1 for the Corporation’s accounting policy for fair value measurements.

Following is a description of the valuation methodologies with significant inputs used for the Corporation’s instruments measured on a recurring basis at fair value, including the general classification of such instruments pursuant to the valuation hierarchy.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

AFS Investment Securities: Where quoted prices are available in an active market, investment securities are classified in Level 1 of the fair value hierarchy. If quoted market prices are not available for the specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and are classified in Level 2 of the fair value hierarchy. Lastly, in certain cases where there is limited activity or less transparency around inputs to the estimated fair value, securities are classified within Level 3 of the fair value hierarchy. To validate the fair value estimates, assumptions, and controls, the Corporation looks to transactions for similar instruments and utilizes independent pricing provided by third party vendors or brokers and relevant market indices. While none of these sources are solely indicative of fair value, they serve as directional indicators for the appropriateness of the Corporation’s fair value estimates. The Corporation has determined that the fair value measures of its AFS investment securities are classified predominantly within Level 2 of the fair value hierarchy. See Note 2 for additional disclosure regarding the Corporation’s AFS investment securities.

Equity Securities with Readily Determinable Fair Values: The Corporation's portfolio of equity securities with readily determinable fair values is primarily comprised of mutual funds. Since quoted prices for the Corporation's equity securities are readily available in an active market, they are classified within Level 1 of the fair value hierarchy. See Note 2 for additional disclosure regarding the Corporation’s equity securities.

Residential Loans Held For Sale: Residential loans held for sale, which consist generally of current production of certain fixed-rate, first-lien residential mortgage loans, are carried at estimated fair value. As of December 31, 2024, this balance also includes residential mortgages included in the mortgage portfolio sale as part of the balance sheet repositioning announced in the fourth quarter of 2024. Management has elected the fair value option to account for all newly originated mortgage loans held for sale, which results in the financial impact of changing market conditions being reflected currently in earnings as opposed to being dependent upon the timing of sales. Therefore, the continually adjusted values better reflect the price the Corporation expects to receive from the sale of such loans. The estimated fair value is based on what secondary markets are currently offering for portfolios with similar characteristics, which the Corporation classifies as a Level 2 fair value measurement.

Derivative Financial Instruments (Interest Rate-Related Instruments - Both Designated and Not Designated as Hedging Instruments): The Corporation uses interest rate-related instruments (swaps and caps) to hedge its exposure to changes in fair value of its fixed-rate debt and mortgage servicing rights as well as to hedge its exposure to variability in cash flows on its floating rate assets, both due to changes in benchmark interest rates. Additionally, the Corporation also offers interest rate-related instruments (swaps and caps) to service its customers’ needs, for which the Corporation simultaneously enters into offsetting derivative financial instruments (i.e., mirror interest rate-related instruments) with third parties to manage its interest rate risk associated with these financial instruments. The valuation of the Corporation’s derivative financial instruments is determined using discounted cash flow analysis on the expected cash flows of each derivative and also includes a nonperformance/credit risk component (credit valuation adjustment). See Note 13 for additional disclosure regarding the Corporation’s interest rate-related instruments.

The discounted cash flow analysis component in the fair value measurement reflects the contractual terms of the derivative financial instruments, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. More specifically, the fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) with the variable cash payments (or receipts) based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves. Likewise, the fair values of interest rate options (i.e., interest rate caps) are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fall below (or rise above) the strike rate of the floors (or caps), with the variable interest rates used in the calculation of projected receipts on the floor (or cap) based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

The Corporation also incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative financial instruments for the effect of nonperformance risk, the Corporation has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.

While the Corporation has determined that the majority of the inputs used to value its interest rate-related derivative financial instruments fall within Level 2 of the fair value hierarchy, the credit valuation adjustments utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by itself and its counterparties. The Corporation has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions as of December 31, 2025 and 2024, and has determined that the credit valuation adjustments are not significant to the overall valuation of its derivative financial instruments for interest rate-related instruments. Therefore, the Corporation has determined that the fair value measures of its derivative financial instruments for interest rate-related instruments in their entirety are classified within Level 2 of the fair value hierarchy.

Derivative Financial Instruments (Foreign Currency Exchange Forwards - Both Designated and Not Designated as Hedging Instruments): The Corporation provides foreign currency exchange services to customers. In addition, the Corporation may enter into a foreign currency exchange forward to mitigate the exchange rate risk attached to the cash flows of a loan or as an offsetting contract to a forward entered into as a service to its customer. The valuation of the Corporation’s foreign currency exchange forwards is determined using quoted prices of foreign currency exchange forwards with similar characteristics, with consideration given to the nature of the quote and the relationship of recently evidenced market activity to the fair value estimate, and is classified within Level 2 of the fair value hierarchy. See Note 13 for additional disclosures regarding the Corporation’s foreign currency exchange forwards.

For Level 3 assets and liabilities measured at fair value on a recurring basis as of December 31, 2025, the Corporation utilized the following valuation techniques and significant unobservable inputs:

Mortgage Servicing Rights: MSRs are not traded in active markets. A cash flow model is used to determine fair value. Key assumptions and estimates, including projected prepayment speeds, assumed servicing costs, ancillary income, costs to service delinquent loans, costs of foreclosure, and discount rates with option-adjusted spreads, used by this model are based on current market sources. Assumptions used to value MSRs are considered significant unobservable inputs. A separate third-party model is used to estimate prepayment speeds based on interest rates, housing turnover rates, estimated loan curtailment, anticipated defaults, and other relevant factors. Fair value estimates from outside sources are received periodically to corroborate the results of the valuation model. Due to the nature of the valuation inputs, MSRs are classified within Level 3 of the fair value hierarchy. See Note 4 for additional disclosure regarding the Corporation’s MSRs.

Derivative Financial Instruments (Mortgage Derivative — Interest Rate Lock Commitments to Originate Residential Mortgage Loans Held For Sale): The fair value is determined by the change in value from each loan's rate lock date to the expected rate lock expiration date based on the underlying loan attributes, estimated closing ratios, and investor price matrix determined to be reasonably applicable to each loan commitment. The closing ratio calculation takes into consideration historical experience and loan-level attributes, particularly the change in the current interest rates from the time of initial rate lock. The closing ratio is periodically reviewed for reasonableness and reported to the Associated Mortgage Risk Management Committee.

Derivative Financial Instruments (Mortgage Derivative—Forward Commitments to Sell Mortgage Loans): Mortgage derivatives include forward commitments to deliver closed-end residential mortgage loans into conforming Agency MBS or conforming Cash Forward sales. The fair value of such instruments is determined by the difference of current market prices for such traded instruments or available from forward cash delivery commitments and the original traded price for such commitments.

The Corporation also relies on an internal valuation model to estimate the fair value of its forward commitments to sell residential mortgage loans (i.e., an estimate of what the Corporation would receive or pay to terminate the forward delivery contract based on market prices for similar financial instruments), which includes matching specific terms and maturities of the forward commitments against applicable investor pricing available. While there are Level 2 and 3 inputs used in the valuation models, the Corporation has determined that the majority of the inputs significant in the valuation of both of the mortgage derivatives fall within Level 3 of the fair value hierarchy. See Note 13 for additional disclosure regarding the Corporation’s mortgage derivatives.

The tables below present the Corporation’s financial instruments measured at fair value on a recurring basis and carrying amounts and estimated fair values of certain financial instruments, aggregated by the level in the fair value hierarchy within which those measurements fall:

December 31, 2025
(in thousands)Carrying AmountFair ValueLevel 1Level 2Level 3
Assets
Cash and due from banks$574,698$574,698$574,698$—$—
Interest-bearing deposits in other financial institutions1,144,1231,144,1231,144,123——
Federal funds sold and securities purchased under agreements to resell1,4001,4001,400——
AFS investment securities:
Obligations of state and political subdivisions (municipal securities)3,0443,044—3,044—
Residential mortgage-related securities:
FNMA / FHLMC129,863129,863—129,863—
GNMA5,039,8295,039,829—5,039,829—
Commercial mortgage-related securities:
FNMA / FHLMC16,95816,958—16,958—
GNMA109,556109,556—109,556—
Asset backed securities:
FFELP95,04695,046—95,046—
SBA269269—269—
Other debt securities2,9982,998—2,998—
Total AFS investment securities5,397,5635,397,563—5,397,563—
HTM investment securities:
U.S. Treasury securities9961,0151,015——
Obligations of state and political subdivisions (municipal securities)1,628,0881,507,302—1,507,302—
Residential mortgage-related securities:
FNMA / FHLMC823,630696,462—696,462—
GNMA39,12336,884—36,884—
Private-label302,817258,827—258,827—
Commercial mortgage-related securities:
FNMA / FHLMC763,370650,366—650,366—
GNMA44,55240,138—40,138—
Total HTM investment securities3,602,5763,190,9941,0153,189,979—
Equity securities:
Equity securities11,06011,06011,060——
Equity securities at NAV15,00015,000
Total equity securities26,06026,060
Regulatory stocks252,514252,514—252,514—
Residential loans held for sale72,49972,499—72,499—
Loans, net30,766,88629,970,788——29,970,788
Bank and corporate owned life insurance694,452694,452—694,452—
Mortgage servicing rights, net86,33786,337——86,337
Interest rate-related instruments designated as hedging instruments(a)10,51710,517—10,517—
Foreign currency exchange forwards designated as hedging instruments(a)757757—757—
Interest rate-related and other instruments not designated as hedging instruments(a)66,78766,787—66,787—
Foreign currency exchange forwards not designated as hedging instruments(a)1,7311,731—1,731—
Interest rate lock commitments to originate residential mortgage loans held for sale814814——814
Total selected assets at fair value$42,699,714$41,492,034$1,732,296$9,686,799$30,057,939

(a) Figures are presented gross before netting. See Note 13 and Note 14 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

December 31, 2025
(in thousands)Carrying AmountFair ValueLevel 1Level 2Level 3
Liabilities
Deposits:
Brokered CDs$3,795,133$3,791,245$—$3,791,245$—
Other time deposits4,041,1784,035,549—4,035,549—
Federal funds purchased and securities sold under agreements to repurchase307,864307,864307,864——
FHLB advances3,268,0943,267,836—3,267,836—
Other long-term funding594,276598,141—598,141—
Standby letters of credit(a)2,2252,225—2,225—
Interest rate-related instruments designated as hedging instruments(b)11—1—
Foreign currency exchange forwards designated as hedging instruments(b)194194—194—
Interest rate-related and other instruments not designated as hedging instruments(b)108,631108,631—108,631—
Foreign currency exchange forwards not designated as hedging instruments(b)1,5171,517—1,517—
Forward commitments to sell residential mortgage loans444444——444
Total selected liabilities at fair value$12,119,557$12,113,647$307,864$11,805,339$444

(a) The commitment on standby letters of credit was $222.0 million at December 31, 2025. See Note 15 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

(b) Figures are presented gross before netting. See Note 13 and Note 14 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

December 31, 2024
(in thousands)Carrying AmountFair ValueLevel 1Level 2Level 3
Assets
Cash and due from banks$544,059$544,059$544,059$—$—
Interest-bearing deposits in other financial institutions453,590453,590453,590——
Federal funds sold and securities purchased under agreements to resell21,95521,95521,955——
AFS investment securities:
Obligations of state and political subdivisions (municipal securities)3,0053,005—3,005—
Residential mortgage-related securities:
FNMA / FHLMC110,928110,928—110,928—
GNMA4,227,7274,227,727—4,227,727—
Commercial mortgage-related securities:
FNMA / FHLMC17,00017,000—17,000—
GNMA111,475111,475—111,475—
Asset backed securities:
FFELP107,839107,839—107,839—
SBA471471—471—
Other debt securities2,9892,989—2,989—
Total AFS investment securities4,581,4344,581,434—4,581,434—
HTM investment securities:
U.S. Treasury securities1,000999999——
Obligations of state and political subdivisions (municipal securities), net1,659,6621,486,582—1,486,582—
Residential mortgage-related securities:
FNMA / FHLMC885,476721,946—721,946—
GNMA43,69339,927—39,927—
Private-label324,182266,353—266,353—
Commercial mortgage-related securities:
FNMA / FHLMC772,456623,595—623,595—
GNMA52,21946,032—46,032—
Total HTM investment securities, net3,738,6873,185,4349993,184,435—
Equity securities:
Equity securities10,74210,74210,670—72
Equity securities at NAV12,50012,500
Total equity securities23,24223,242
FHLB and Federal Reserve Bank stocks179,665179,665—179,665—
Residential loans held for sale646,687646,687—646,687—
Commercial loans held for sale32,63432,634—32,634—
Loans, net29,373,55728,327,115——28,327,115
Bank and corporate owned life insurance689,000689,000—689,000—
Mortgage servicing rights, net87,68387,683——87,683
Interest rate-related instruments designated as hedging instruments(a)2,9602,960—2,960—
Foreign currency exchange forwards designated as hedging instruments(a)2,4572,457—2,457—
Interest rate-related and other instruments not designated as hedging instruments(a)88,54188,541—88,541—
Foreign currency exchange forwards not designated as hedging instruments(a)4,3154,315—4,315—
Interest rate lock commitments to originate residential mortgage loans held for sale327327——327
Forward commitments to sell residential mortgage loans254254——254
Total selected assets at fair value$40,471,048$38,871,352$1,031,273$9,412,129$28,415,450

(a) Figures are presented gross before netting. See Note 13 and Note 14 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

December 31, 2024
(in thousands)Carrying AmountFair ValueLevel 1Level 2Level 3
Liabilities
Deposits:
Brokered CDs$4,276,309$4,276,309$—$4,276,309$—
Other time deposits3,700,5183,700,518—3,700,518—
Federal funds purchased and securities sold under agreements to repurchase470,369470,370—470,370—
FHLB advances1,853,8071,852,685—1,852,685—
Other long-term funding837,635823,991—823,991—
Standby letters of credit(a)2,5462,546—2,546—
Interest rate-related instruments designated as hedging instruments(b)2,9762,976—2,976—
Foreign currency exchange forwards designated as hedging instruments(b)563563—563—
Interest rate-related and other instruments not designated as hedging instruments(b)170,928170,928—170,928—
Foreign currency exchange forwards not designated as hedging instruments(b)4,1064,106—4,106—
Total selected liabilities at fair value$11,319,757$11,304,992$—$11,304,992$—

(a) The commitment on standby letters of credit was $253.7 million at December 31, 2024. See Note 15 for additional information on the standby letters of credit and for information on the fair value of lending-related commitments.

(b) Figures are presented gross before netting. See Note 13 and Note 14 for information relating to the impact of offsetting derivative assets and liabilities and cash collateral with the same counterparty where there is a legally enforceable master netting agreement in place.

The table below presents a rollforward of the consolidated balance sheets amounts for the Corporation's mortgage derivatives measured at fair value on a recurring basis and classified within Level 3 of the fair value hierarchy:

(in thousands)Interest rate lock commitments to originate residential mortgage loans held for saleForward commitments to sell residential mortgage loans
Balance December 31, 2023$439$673
New production11,771(4,000)
Closed loans / settlements(8,816)3,512
Other(3,068)(438)
Change in mortgage derivative(113)(927)
Balance December 31, 2024$327$(254)
New production$13,435$(3,998)
Closed loans / settlements(13,690)2,738
Other7421,958
Change in mortgage derivative487698
Balance December 31, 2025$814$444

Refer to Note 4 for a rollforward of the consolidated balance sheets amounts for the Corporation's mortgage servicing rights measured at fair value on a recurring basis and classified within Level 3 of the fair value hierarchy.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

Following is a description of the valuation methodologies used for the Corporation’s more significant instruments measured on a nonrecurring basis at LOCOM, including the general classification of such instruments pursuant to the valuation hierarchy.

Commercial Loans Held For Sale: The estimated fair value is based on a discounted cash flow analysis, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

OREO: Certain OREO, upon initial recognition, was re-measured and reported at fair value through a charge off to the allowance for loan losses based upon the estimated fair value of the OREO, less estimated selling costs. The fair value of OREO, upon initial recognition or subsequent impairment, was estimated using appraised values, which the Corporation classifies as a Level 2 nonrecurring fair value measurement.

For Level 3 assets and liabilities measured at fair value on a nonrecurring basis as of December 31, 2025, the Corporation utilized the following valuation techniques and significant unobservable inputs:

Individually Evaluated Loans: The Corporation individually evaluates loans when a commercial loan relationship over $0.5 million is in nonaccrual status or when it otherwise does not share similar risk characteristics with other loans, including those for which a debt restructuring is probable. See Note 3 for additional information regarding the Corporation’s individually evaluated loans.

Equity Securities Without Readily Determinable Fair Values: The Corporation measures equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer, with such changes recognized in earnings. Included in equity securities without readily determinable fair values were Visa Class B restricted shares carried at fair value, of which the Corporation sold all remaining shares during the first quarter of 2024.

In its determination of the new carrying values upon observable price changes, the Corporation will adjust the prices if deemed necessary to arrive at the Corporation's estimated fair values. Such adjustments may include adjustments to reflect the different rights and obligations of similar securities and other adjustments. See Note 2 for additional disclosure regarding the Corporation’s equity securities without readily determinable fair values.

The following table presents a rollforward of the fair value of Level 3 equity securities that are measured under the measurement alternative, and the related adjustments recorded during the periods presented for those securities with observable price changes:

(in thousands)
Fair value as of December 31, 2023$24,769
Gains recognized in investment securities gains, net4,054
Purchases22
Sales(28,772)
Fair value as of December 31, 2024$72
Purchases14
Sales(23)
Transfers out of level 3(63)
Fair value as of December 31, 2025$—

The table below presents the Corporation’s assets measured at fair value on a nonrecurring basis, aggregated by the level in the fair value hierarchy within which those measurements fall:

Fair Value
(in thousands)Fair Value HierarchyDecember 31, 2025December 31, 2024
Assets
Individually evaluated loansLevel 3$18,659$31,483
OREO(a)Level 2770276

(a) If the fair value of the collateral exceeds the carrying amount of the asset, no charge off or adjustment is necessary, the asset is not considered to be carried at fair value, and is therefore not included in the table.

The table below presents the unobservable inputs that are readily quantifiable pertaining to Level 3 measurements:

December 31, 2025 · Valuation Technique · Significant Unobservable Input · Range of Inputs · Weighted Average Input Applied
Mortgage servicing rightsDiscounted cash flowOption adjusted spread5%-8%5%
Mortgage servicing rightsDiscounted cash flowConstant prepayment rate—%-100%9%
Individually evaluated loansDiscounted cash flowDiscount factor45%-45%45%
Individually evaluated loansMarket approachAppraisal / Cost to sell10%90%69%
Interest rate lock commitments to originate residential mortgage loans held for saleDiscounted cash flowClosing ratio67%-100%93%

Note 18 Regulatory Matters

Regulatory Capital Requirements

The Corporation and its subsidiary bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Corporation’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Corporation must meet specific capital guidelines that involve quantitative measures of the Corporation’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Corporation’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

Quantitative measures established by regulation to ensure capital adequacy require the Corporation to maintain minimum amounts and ratios (set forth in the table below) of total and CET1 capital to risk-weighted assets, and of tier 1 capital to average assets. Management believes, as of December 31, 2025 and 2024, that the Corporation meets all capital adequacy requirements to which it is subject.

For additional information on the capital requirements applicable for the Corporation and the Bank, please see Part I, Item 1.

As of December 31, 2025 and 2024, the most recent notifications from the OCC and the FDIC categorized the subsidiary bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the subsidiary bank must maintain minimum ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the institution’s category. The actual capital amounts and ratios of the Corporation and its significant subsidiary are presented below. No deductions from capital were made for interest rate risk in 2025 or 2024.

Actual · For Capital AdequacyPurposes · To Be Well-CapitalizedUnder Prompt CorrectiveAction Provisions(a)
(in thousands) · Amount · Ratio · Amount · Ratio · Amount · Ratio
Associated Banc-Corp
Total capital$4,593,07913.08%$2,810,054≥8.00%
Tier 1 capital3,877,82311.04%2,107,541≥6.00%
CET13,683,71110.49%1,580,656≥4.50%
Leverage3,877,8238.96%1,730,902≥4.00%
Associated Bank, N.A.
Total capital$4,357,08812.43%$2,804,726≥8.00%$3,505,907≥10.00%
Tier 1 capital3,687,73910.52%2,103,544≥6.00%2,804,726≥8.00%
CET13,687,73910.52%1,577,658≥4.50%2,278,840≥6.50%
Leverage3,687,7398.53%1,728,445≥4.00%2,160,556≥5.00%
Associated Banc-Corp
Total capital$4,282,59712.61%$2,716,014≥8.00%
Tier 1 capital3,590,94810.58%2,037,010≥6.00%
CET13,396,83610.01%1,527,758≥4.50%
Leverage3,590,9488.73%1,644,627≥4.00%
Associated Bank, N.A.
Total capital$4,078,04212.03%$2,710,815≥8.00%$3,388,519≥10.00%
Tier 1 capital3,425,72110.11%2,033,111≥6.00%2,710,815≥8.00%
CET13,425,72110.11%1,524,833≥4.50%2,202,537≥6.50%
Leverage3,425,7218.34%1,642,484≥4.00%2,053,105≥5.00%

(a) Prompt corrective action provisions are not applicable at the bank holding company level.

Note 19 Earnings Per Common Share

See Note 1 for the Corporation’s accounting policy on earnings per common share. Presented below are the calculations for basic and diluted earnings per common share:

For the Years Ended December 31,
(in thousands, except per share data)202520242023
Net income$474,777$123,145$182,956
Preferred stock dividends(11,500)(11,500)(11,500)
Net income available to common equity$463,277$111,645$171,456
Common shareholder dividends$(154,993)$(138,508)$(128,748)
Unvested share-based payment awards(780)(689)(785)
Undistributed earnings$307,504$(27,552)$41,922
Undistributed earnings allocated to common shareholders$306,008$(27,552)$41,675
Undistributed earnings allocated to unvested share-based payment awards1,496—247
Undistributed earnings$307,504$(27,552)$41,922
Basic
Distributed earnings to common shareholders$154,993$138,508$128,748
Undistributed earnings allocated to common shareholders306,008(27,552)41,675
Total common shareholders earnings, basic$461,001$110,956$170,424
Diluted
Distributed earnings to common shareholders$154,993$138,508$128,748
Undistributed earnings allocated to common shareholders306,008(27,552)41,675
Total common shareholders earnings, diluted$461,001$110,956$170,424
Weighted average common shares outstanding165,079151,933149,968
Effect of dilutive common stock awards1,5341,415892
Diluted weighted average common shares outstanding166,613153,347150,860
Basic earnings per common share$2.79$0.73$1.14
Diluted earnings per common share$2.77$0.72$1.13

Excluded from the earnings per common share calculations were 0.8 million anti-dilutive common stock options for the year ended December 31, 2025, and 1.8 million and 3.4 million anti-dilutive common stock options were excluded from the earnings per common share calculations for the years ended December 31, 2024 and 2023, respectively.

Note 20 Segment Reporting

The Corporation is managed through operating segments based on our internal structure and management process, which is how we assess performance and allocate resources to the segments. Certain operating segments have been aggregated into our three reportable segments where the nature of the products and services, the type of customer, and the distribution of those products and services are similar. Thethree reportable segments are Corporate and Commercial Specialty; Community, Consumer, and Business; and Risk Management and Shared Services. A description of the products and services and the related customers for each reportable segment is as follows:

Corporate and Commercial Specialty: The Corporate and Commercial Specialty segment serves a wide range of customers including larger businesses, developers, not-for-profits, municipalities, and financial institutions by providing lending and deposit solutions as well as the support to deliver, fund, and manage such banking solutions. Within this segment we provide the following products and services: (1) lending solutions, such as commercial loans and lines of credit, CRE financing, construction loans, letters of credit, leasing, ABL & equipment finance, and, for our larger clients, loan syndications; (2) deposit and cash management solutions such as commercial checking and interest-bearing deposit products, cash vault and night depository services, liquidity solutions, payables and receivables solutions, and information services; and (3) specialized financial services such as interest rate risk management, and foreign exchange solutions.

Community, Consumer and Business: The Community, Consumer and Business segment serves individuals and businesses by providing lending and deposit solutions and a variety of investment, fiduciary, and retirement planning products and services. Within this segment we provide the following products and services: (1) lending solutions such as residential mortgages, home equity loans and lines of credit, personal and installment loans, auto finance loans, business loans, and business lines of credit; (2) deposit and transactional solutions such as checking, credit and debit cards, online banking and bill pay, and money transfer services; (3) fiduciary services such as administration of pension, profit-sharing and other employee benefit plans, fiduciary and corporate agency services, and institutional asset management; and (4) investable funds solutions such as savings; money market deposit accounts; IRA accounts; CDs; fixed and variable annuities; full-service, discount and online investment brokerage; investment advisory services; and trust and investment management accounts.

Risk Management and Shared Services: The Risk Management and Shared Services segment includes key shared operational functions and also includes residual revenue and expenses, representing the difference between actual amounts incurred and the amounts allocated to operating segments, including interest rate risk residuals (FTP mismatches) and credit risk and provision residuals (long-term credit charge mismatches).

Effective beginning the fourth quarter of 2024, the Corporation made the change to move the private wealth operating segment from the Corporate and Commercial Specialty segment to the Community, Consumer and Business segment given its continued alignment with the products, services, and customers of that segment. This impacted the composition of the reportable segments and the Corporation has recast the impacted items of reportable segment information for the earlier presented periods.

The financial information of the Corporation’s segments disclosed below has been compiled utilizing the accounting policies described in Note 1, with certain exceptions based on internal management accounting policies. The significant exceptions are as follows:

The Corporation allocates certain net interest income, the provision for credit losses, certain noninterest expenses, and income taxes to each operating segment. Allocation methodologies are subject to periodic adjustment as the internal management accounting system is revised, the interest rate environment evolves, and business or product lines within the segments change. Also, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically reviewed. There were no significant changes in the current year to the methods for allocations to the segments from the prior periods.

The Corporation allocates certain net interest income using an internal FTP methodology that charges users of funds (assets, primarily loans) and credits providers of funds (liabilities, primarily deposits) based on the maturity, prepayment, and/or re-pricing characteristics of the assets and liabilities. This allocation is reflected as net intersegment interest income (expense) in the accompanying tables.

The provision for credit losses is allocated to segments based on the expected long-term annual net charge off rates attributable to the credit risk of loans managed by the segment during the period. In contrast, the level of the consolidated provision for credit losses is determined based on an ACLL model using methodologies described in Note 1.

The net effect of the above allocations is recorded within the Risk Management and Shared Services segment to ensure consolidated totals reflect the Corporation's consolidated financial information.

Indirect expenses incurred by certain centralized support areas (including facilities, information technology services and applications, management expenses, and FDIC expense) are allocated to segments based on actual usage (for example, volume measurements or FTEs) and other criteria. Certain types of administrative expense and bank-wide expense accruals (including, when applicable, amortization of CDIs and other intangible assets associated with acquisitions, acquisition-related costs, and asset gains on disposed business units) are generally not allocated and remain in the Risk Management and Shared Services segment. This allocation is reflected as allocated indirect expense in the accompanying tables.

Income tax expense (benefit) is allocated to segments based on the Corporation’s estimated effective tax rate, with certain segments adjusted for any tax-exempt income or non-deductible expenses.

Financial information about the Corporation’s segments is presented below:

As of and for the Year Ended December 31, 2025
(in thousands)Corporate and Commercial SpecialtyCommunity, Consumer and BusinessRisk Management and Shared Services(a)Consolidated Corporation
Net segment interest income (expense)$960,032$266,645$(25,532)$1,201,145
Net intersegment interest (expense) income(400,918)538,345(137,427)—
Net interest income (expense)559,114804,990(162,959)1,201,145
Noninterest income61,925209,45115,024286,400
Total income (expense) before provision621,0391,014,441(147,935)1,487,545
Provision for credit losses80,80825,790(52,602)53,996
Total income (expense) after provision540,231988,651(95,333)1,433,549
Noninterest expense
Personnel84,455238,367198,901521,723
Technology(b)3,17952,39455,304110,877
Occupancy(b)8110954,82155,011
Business development and advertising4,4673,60923,53831,614
Equipment(b)15,11815,15820,277
Legal and professional1,0152,34720,57223,934
Loan and foreclosure costs1,6034,6901,9718,264
FDIC assessment——36,71336,713
Other intangible amortization——8,8118,811
Other noninterest expense3,39733,4141,60438,415
Allocated indirect expense (income)87,692211,386(299,078)—
Total noninterest expense185,890551,434118,315855,639
Net income (loss) before income taxes354,341437,217(213,648)577,910
Income tax expense (benefit)68,16591,816(56,848)103,133
Net income (loss)$286,176$345,401$(156,800)$474,777
Loans$18,129,783$12,618,662$415,169$31,163,614
Allocated goodwill525,836579,156—1,104,992
Total assets18,910,23513,476,69812,815,66345,202,596

(a) An unusual item of a $7.0 million loss on mortgage portfolio sale as a result of the settlement of the mortgage sale completed in the first quarter of 2024 is included within the noninterest income caption.

(b) A portion of total depreciation expense of $0.2 million, $10.9 million, and $39.2 million for the Corporate and Commercial Specialty, Community Consumer and Business, and Risk Management and Shared Services segments, respectively, is included in this expense caption.

As of and for the Year Ended December 31, 2024
(in thousands)Corporate and Commercial SpecialtyCommunity, Consumer and BusinessRisk Management and Shared Services(a)Consolidated Corporation
Net segment interest income (expense)$976,878$247,791$(177,421)$1,047,248
Net intersegment interest (expense) income(429,917)579,587(149,670)—
Net interest income (expense)546,961827,378(327,091)1,047,248
Noninterest income (expense)53,435198,485(261,327)(9,407)
Total income (expense) before provision600,3961,025,863(588,418)1,037,841
Provision for credit losses66,39024,759(6,163)84,986
Total income (expense) after provision534,0061,001,104(582,255)952,855
Noninterest expense
Personnel79,853232,787175,316487,956
Technology(b)2,59447,24157,728107,563
Occupancy(b)—6154,56154,622
Business development and advertising3,5433,16921,43028,142
Equipment(b)25,93012,49918,431
Legal and professional8251,97818,79821,601
Loan and foreclosure costs1,1005,0182,3538,471
FDIC assessment——38,43938,439
Other intangible amortization——8,8118,811
Loss on prepayments of FHLB advances——14,24314,243
Other noninterest expense3,33827,921(1,141)30,118
Allocated indirect expense (income)88,036205,979(294,015)—
Total noninterest expense179,291530,084109,022818,397
Net income (loss) before income taxes354,715471,020(691,277)134,459
Income tax expense (benefit)64,34697,460(150,492)11,314
Net income (loss)$290,369$373,560$(540,785)$123,145
Loans$16,959,921$12,318,648$490,017$29,768,586
Allocated goodwill525,836579,156—1,104,992
Total assets17,794,37213,892,89111,335,80543,023,068

(a) Unusual items including a $130.4 million loss on mortgage portfolio sale and a $148.2 million loss on investment securities as a result of the balance sheet repositioning announced in the fourth quarter of 2024 are included within the noninterest income (expense) caption.

(b) A portion of total depreciation expense of $0.2 million, $9.7 million, and $39.1 million for the Corporate and Commercial Specialty, Community Consumer and Business, and Risk Management and Shared Services segments, respectively, is included in this expense caption.

As of and for the Year Ended December 31, 2023
(in thousands)Corporate and Commercial SpecialtyCommunity, Consumer and BusinessRisk Management and Shared Services(a)Consolidated Corporation
Net segment interest income$933,929$309,291$(203,647)$1,039,573
Net intersegment interest (expense) income(432,073)487,897(55,824)—
Net interest income (expense)501,856797,188(259,471)1,039,573
Noninterest income51,905193,948(182,671)63,182
Total income before provision553,761991,136(442,142)1,102,756
Provision for credit losses54,30229,757(1,038)83,021
Total income after provision499,459961,379(441,104)1,019,734
Noninterest expense
Personnel71,688236,385160,282468,355
Technology(b)2,93144,66154,426102,018
Occupancy(b)—9557,10957,204
Business development and advertising4,0424,00120,36228,405
Equipment(b)15,77013,89219,663
Legal and professional1,3591,93316,61919,911
Loan and foreclosure costs8773,0651,4665,408
FDIC assessment——67,07267,072
Other intangible amortization——8,8118,811
Other noninterest expense3,50129,8003,53436,837
Allocated indirect expense (income)83,190191,613(274,803)—
Total noninterest expense167,589517,323128,770813,682
Net income (loss) before income taxes331,870444,056(569,873)206,052
Income tax expense (benefit)59,14391,770(127,816)23,097
Net income (loss)$272,727$352,286$(442,057)$182,956
Loans$16,045,897$12,642,123$528,198$29,216,218
Allocated goodwill525,836579,156—1,104,992
Total assets16,897,02113,453,47510,665,35941,015,855

(a) Unusual items including a $136.2 million loss on mortgage portfolio sale and a $64.9 million loss on investment securities as a result of the balance sheet repositioning announced in the fourth quarter of 2023 are included within the noninterest income (expense) caption and a $30.6 million FDIC special assessment is included in the FDIC assessment caption.

(b) A portion of total depreciation expense of $0.2 million, $8.0 million, and $38.9 million for the Corporate and Commercial Specialty, Community Consumer and Business, and Risk Management and Shared Services segments, respectively, is included in this expense caption.

Expenses included within the other noninterest expense line of the segment information above relate to the remaining segment expenses including office expense and card issuance costs. None of the individual expense categories rise to the level of significance for the segment; however, they are utilized in determining the profit or loss measure for each segment.

The management accounting policies and processes utilized in compiling segment financial information are highly subjective and, unlike financial accounting, are not based on authoritative guidance similar to U.S. GAAP. As a result, reportable segments and the financial information of the reported segments are not necessarily comparable with similar information reported by other financial institutions. Furthermore, the information presented is not indicative of how the segments would perform if they operated as independent entities.

The chief operating decision maker for each of the segments is the President and Chief Executive Officer of the Corporation. For the Corporate and Commercial Specialty and Community, Consumer and Business segments, the chief operating decision maker utilizes net interest income, net income and average total loans and deposits in allocating resources for each segment predominantly in the annual budget and forecasting process. The chief operating decision maker considers budget-to-actual variances on a monthly basis for both profit measures when making decisions about allocating capital and personnel to the segments. Based on the reviews of these two segments and other company-wide initiatives, the chief operating decision maker is informed about allocation of resources to the Risk Management and Shared Services segment.

Note 21 Accumulated Other Comprehensive Income (Loss)

The following table summarizes the components of accumulated other comprehensive income (loss), including changes during the years presented as well as any reclassifications out of accumulated other comprehensive income (loss):

(in thousands)AFS Investment SecuritiesCash Flow Hedge DerivativesDefined BenefitPension andPostretirementObligationsAccumulatedOtherComprehensiveIncome (Loss)
Balance, December 31, 2022$(233,192)$3,360$(42,968)$(272,799)
Other comprehensive income before reclassifications41,145—24,09165,236
Amounts reclassified from accumulated other comprehensive income (loss):
Investment securities losses, net64,940——64,940
HTM investment securities, net, at amortized cost(a)9,025——9,025
Other assets / accrued expenses and other liabilities—(13,254)—(13,254)
Interest income—13,930—13,930
Personnel expense——(326)(326)
Other expense——(29)(29)
Income tax (expense)(30,560)(956)(6,304)(37,820)
Net other comprehensive income (loss) during period84,550(280)17,432101,703
Balance, December 31, 2023$(148,641)$3,080$(25,535)$(171,096)
Other comprehensive (loss) income before reclassifications$(23,978)$—$2,210$(21,768)
Amounts reclassified from accumulated other comprehensive income (loss):
Investment securities losses, net148,380——148,380
HTM investment securities, net, at amortized cost(a)8,360——8,360
Other assets / accrued expenses and other liabilities—(21,537)—(21,537)
Interest income—16,478—16,478
Personnel expense——(290)(290)
Other expense——(28)(28)
Income tax (expense) benefit(33,114)710(511)(32,915)
Net other comprehensive income (loss) during period99,648(4,348)1,38196,681
Balance, December 31, 2024$(48,993)$(1,268)$(24,154)$(74,416)
Other comprehensive income before reclassifications$54,271$—$8,504$62,775
Amounts reclassified from accumulated other comprehensive loss:
HTM investment securities, net, at amortized cost(a)7,730——7,730
Other assets / accrued expenses and other liabilities—7,243—7,243
Interest income—4,172—4,172
Personnel expense——(252)(252)
Other expense——1616
Income tax (expense) benefit(15,464)2,747(2,117)(14,834)
Net other comprehensive income during period46,53714,1626,15166,850
Balance, December 31, 2025$(2,456)$12,894$(18,003)$(7,566)

(a) Amortization of net unrealized losses on AFS securities transferred to HTM securities.

Note 22 Revenue from Contracts with Customers

Revenue from contracts with customers is recognized when obligations under the terms of a contract with the Corporation's customer are satisfied. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods or providing services. We do not have any material significant payment terms as payment is received at or shortly after the satisfaction of the performance obligation.

The Corporation's disaggregated revenue by major source is presented below:

For the Year Ended December 31, 2025
(in thousands)Corporate and Commercial SpecialtyCommunity, Consumer and BusinessRisk Management and Shared ServicesConsolidated Corporation
Wealth management fees$—$96,579$—$96,579
Service charges and deposit account fees12,85340,7613553,649
Card-based fees(a)64847,456(1,368)46,736
Other revenue8258,2972329,354
Noninterest income (loss) (in-scope of Topic 606)$14,326$193,093$(1,101)$206,318
Noninterest income (out-of-scope of Topic 606)47,59916,35816,12580,082
Total noninterest income$61,925$209,451$15,024$286,400
For the Year Ended December 31, 2024
(in thousands)Corporate and Commercial SpecialtyCommunity, Consumer and BusinessRisk Management and Shared ServicesConsolidated Corporation
Wealth management fees$—$92,569$—$92,569
Service charges and deposit account fees11,62739,9773851,642
Card-based fees(a)1,65245,2878847,027
Other revenue (expense)3158,103(138)8,280
Noninterest income (loss) (in-scope of Topic 606)$13,594$185,936$(12)$199,518
Noninterest income (loss) (out-of-scope of Topic 606)39,84112,549(261,315)(208,925)
Total noninterest income (loss)$53,435$198,485$(261,327)$(9,407)
For the Year Ended December 31, 2023
(in thousands)Corporate and Commercial SpecialtyCommunity, Consumer and BusinessRisk Management and Shared ServicesConsolidated Corporation
Wealth management fees$—$82,502$—$82,502
Service charges and deposit account fees10,19138,8312349,045
Card-based fees(a)1,34843,7452845,121
Other revenue9598,1687649,891
Noninterest income (in-scope of Topic 606)$12,498$173,246$815$186,560
Noninterest income (loss) (out-of-scope of Topic 606)39,40720,702(183,486)(123,377)
Total noninterest income (loss)$51,905$193,948$(182,671)$63,182
(a) Certain card based fees are out-of-scope of Topic 606.

Below is a listing of performance obligations for the Corporation's main revenue streams:

Revenue StreamNoninterest Income In-Scope of Topic 606
Service charges and deposit account feesService charges and deposit account fees consist of monthly service fees (i.e. business analyzed fees and consumer service charges) and other deposit account related fees. The Corporation's performance obligation for monthly service fees is generally satisfied, and the related revenue recognized, over the period in which the service is provided. Other deposit account related fees are largely transactional-based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment for service charges and deposit account fees is primarily received immediately or in the following month through a direct charge to customers’ accounts.
Card-based fees(a)Card-based fees are primarily comprised of debit and credit card income, ATM fees, and merchant services income. Debit and credit card income is primarily comprised of interchange fees earned whenever the Corporation's debit and credit cards are processed through card payment networks. ATM and merchant fees are largely transactional-based, and therefore, the Corporation's performance obligation is satisfied, and related revenue recognized, at a point in time. Payment is typically received immediately or in the following month.
Trust and asset management fees(b)Trust and asset management income is primarily comprised of fees earned from the management and administration of trusts and other customer assets. The Corporation's performance obligation is generally satisfied over time and the resulting fees are recognized monthly, based upon the month-end market value of the assets under management and the applicable fee rate. Payment is generally received a few days after month end through a direct charge to the customers’ accounts. The Corporation's performance obligation for these transactional-based services is generally satisfied, and related revenue recognized, at a point in time (i.e., as incurred). Payment is received shortly after services are rendered.
Brokerage and advisory fees(b)Brokerage and advisory fees primarily consist of investment advisory, brokerage, retirement services, and annuities. The Corporation's performance obligation for investment advisory services and retirement services is generally satisfied, and the related revenue recognized, over the period in which the services are provided. The performance obligation for annuities is satisfied upon sale of the annuity, and therefore, the related revenue is primarily recognized at the time of sale. Payment for these services is typically received immediately or in advance of the service.

(a) Certain card-based fees are out-of-scope of Topic 606.

(b) Trust and asset management fees and brokerage and advisory fees are included in wealth management fees.

Note 23 Recent Developments

On January 27, 2026, the Corporation's Board of Directors declared a regular quarterly cash dividend of $0.24 per common share, payable on March 16, 2026 to shareholders of record at the close of business on March 2, 2026. The Board of Directors also declared a regular quarterly cash dividend of $0.3671875 per depositary share on Associated's 5.875% Series E Perpetual Preferred Stock, payable on March 16, 2026 to shareholders of record at the close of business on March 2, 2026. The Board of Directors also declared a regular quarterly cash dividend of $0.3515625 per depositary share on Associated's 5.625% Series F Perpetual Preferred Stock, payable on March 16, 2026 to shareholders of record at the close of business on March 2, 2026. Finally, the Board of Directors authorized the repurchase of up to $100 million of the Corporation's common stock. This repurchase authorization is in addition to the authority remaining under the previous program.

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