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ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 6, 2025

ZION$64.76-0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-07.

0000109380-25-000102

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0000109380-25-000129

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

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 314 previous paragraphs and 328 current paragraphs.

216 unchanged; 78 reworded; 33 added; 19 removed; 1 previous and 1 current paragraphs rearranged.

Tables are not compared: 46 previous and 48 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (33)

Current report

During the quarter, we recorded a $60 million provision for credit losses in connection with revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages. Of the total exposure, we charged off $50 million of the combined loan balances and established a full reserve for the remaining $10 million. These actions resulted from a review of the borrowers, guarantors, and associated collateral, which identified apparent irregularities and misrepresentations. As a result, legal action has been initiated to pursue recovery of the outstanding amounts owed from the guarantors of the credits.

Current report

◦Average interest-earning assets declined $111 million, primarily attributable to a reduction in average money market investments and average securities. These declines were partially offset by an increase in average loans and leases.

Current report

◦Average interest-bearing liabilities decreased $641 million, or 1%, mainly due to a reduction in average interest-bearing deposits, partially offset by an increase in average borrowed funds.

Current report

•The provision for credit losses was $49 million, compared with $13 million in the prior year period. The year-over-year increase was due to the previously disclosed credit losses involving two related commercial loans.

Current report

•Customer-related noninterest income increased $5 million, or 3%, primarily due to higher loan-related fees and income, largely resulting from increased mortgage loan sales activity. This growth was partially offset by an $11 million net credit valuation adjustment (“CVA”) loss, recorded in capital markets fees and income. This loss was primarily driven by an update to our valuation methodology, in addition to changes in other market factors. Excluding the impact of the net CVA loss, customer-related noninterest income increased $13 million, or 8%, benefiting primarily from improved loan syndication activity and higher customer swap fees.

Current report

•Noncustomer-related noninterest income increased $12 million, or 86%, mainly due to increased dividends and other income, which were primarily attributable to a gain on the sale of a bank-owned property and higher dividends received on Federal Home Loan Bank (“FHLB”) stock.

Current report

◦Net loan and lease charge-offs totaled $56 million, or 0.37% of average loans and leases annualized, compared with $3 million, or 0.02%, in the prior year quarter. The increase in charge-offs was mainly driven by the previously disclosed $50 million loss associated with two related commercial loans.

Current report

◦Nonperforming assets totaled $324 million, or 0.54% of total loans and leases and other real estate owned, compared with $368 million, or 0.62%. The decrease was primarily in the commercial and industrial loan portfolio. Classified loans totaled $2.4 billion, or 4.00% of total loans and leases, compared with $2.1 billion, or 3.55%, in the prior year quarter, and decreased from $2.7 billion, or 4.43%, in the prior quarter.

Current report

Average loans and leases increased $2.1 billion, or 4%, to $60.8 billion, primarily due to growth in average consumer and commercial loans. Average securities decreased $1.2 billion, or 6%, to $18.2 billion, largely attributable to principal reductions, net of reinvestments. The paydown of lower-yielding securities continues to improve the overall yield of interest-earning assets and the net interest margin.

Current report

Average interest-bearing liabilities decreased $641 million, or 1%, from the prior year quarter. This decline was primarily driven by a reduction in average interest-bearing deposits, largely resulting from the migration of a consumer interest-bearing product into a new noninterest-bearing offering, along with a decrease in brokered deposits. The decrease was partially offset by an increase in average borrowed funds, reflecting an increase in long-term debt.

Current report

2 Net of CVA. For information on non-GAAP financial measures, see page 41.

Current report

Customer-related noninterest income increased $5 million, or 3%, compared with the prior year period. This growth was primarily driven by a $3 million increase in loan-related fees and income, largely resulting from increased mortgage loan sales activity. Excluding the impact of the net CVA loss, capital markets fees and income increased $7 million, or 25%, from the prior year period, benefiting from increased loan syndication activity and higher customer swap fee revenue.

Current report

For the nine months ended September 30, 2025, customer-related noninterest income increased $22 million, or 5%, relative to the same prior year period. Excluding the net CVA loss, capital markets fees and income increased $17 million, or 23%, primarily due to higher swap fees, investment banking advisory fees, and loan syndication fees. Loan-related fees and income increased $6 million, reflecting the same drivers noted above. Retail and business banking fees increased $5 million, mainly due to higher overdraft and deposit service fees. Commercial account fees increased $3 million, largely as a result of higher account analysis fees.

Current report

Noncustomer-related noninterest income increased $12 million, or 86%, compared with the prior year period. This growth was primarily driven by a $10 million increase in dividends and other income, mainly attributable to a $6 million gain on the sale of a bank-owned property and higher dividends received on FHLB stock.

Current report

Noninterest expense increased $25 million, or 5%, relative to the prior year quarter. Salaries and employee benefits expense increased $20 million, primarily due to higher severance and base salaries, along with increased incentive compensation accruals reflecting improved profitability. Technology, telecom, and information processing expense increased $4 million, largely due to higher costs associated with application software, licensing, and maintenance.

Current report

Other noninterest-bearing investments increased $78 million, or 8%, during the first nine months of 2025. This growth was primarily attributable to higher balances in our SBIC investment portfolio and increased holdings of FHLB stock.

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

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

Current report

At September 30, 2025, total loans to NDFIs amounted to approximately $2.0 billion, representing 6.5% of total commercial loans and 3.4% of total loans. This compares with $2.4 billion, or 7.6% of total commercial loans and 4.0% of total loans, at December 31, 2024.

Current report

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

Current report

The following schedule presents NDFI loan credit quality metrics:

Current report

1 Total NDFI net charge-offs for the third quarter of 2025 included only the previously discussed $50 million charge-off associated with the revolving lines of credit extended to two related commercial borrowers to finance the origination and purchase of commercial and residential mortgages.
Removed paragraphs (19)

Previous report

◦Average interest-earning assets increased $1.5 billion, or 2%, primarily driven by growth in average loans, leases, and money market investments, partially offset by a decline in average securities.

Previous report

◦Average interest-bearing liabilities increased $1.4 billion, or 3%, due to an increase in both average borrowed funds and average interest-bearing deposits.

Previous report

◦Total loans and deposits at June 30, 2025 included approximately $390 million in loans and $585 million in deposits associated with the four FirstBank Coachella Valley, California branches that we acquired in late March 2025.

Previous report

•The provision for credit losses was negative $1 million, compared with positive $5 million in the prior year period.

Previous report

•Customer-related noninterest income increased $11 million, or 7%, primarily due to higher capital markets fees and income, along with improved retail and business banking fees. Noncustomer-related noninterest income remained flat. Net securities gains increased $10 million, which included an $11 million unrealized gain related to the successful initial public offering (“IPO”) of one of our Small Business Investment Company (“SBIC”) investments. This increase was offset by a $10 million decline in dividends and other income, largely due to higher gains in the prior year period associated with the sale of our Enterprise Retirement Solutions business.

Previous report

•Net loan and lease charge-offs totaled $10 million, or 0.07% of average loans and leases annualized, compared with $15 million, or 0.10%, in the prior year quarter. The ratio of allowance for credit losses (“ACL”) to total loans and leases was 1.20%, compared with 1.24%.

Previous report

•Nonperforming assets totaled $313 million, or 0.51% of total loans and leases and other real estate owned, compared with $265 million, or 0.45%. The increase was primarily in the term commercial real estate (“CRE”), consumer 1-4 family residential, and owner occupied loan portfolios.

Previous report

•Classified loans totaled $2.7 billion, or 4.43% of total loans and leases, compared with $1.3 billion, or 2.16%, in the prior year quarter, and decreased from $2.9 billion, or 4.82%, in the prior quarter. The year-over-year increase in classified loans was primarily in the multifamily and industrial CRE loan portfolios, largely due to an increased emphasis in risk grading on current cash flows, and less emphasis on the adequacy of collateral values and the strength of guarantors and sponsors. Additionally, weaker performance in the 2021, 2022, and 2023 construction loan vintages contributed to the increase, as borrowers missed projections due to longer-than-anticipated lease-up periods, rent concessions, elevated costs, and higher interest rates.

Previous report

Average loans and leases increased $2.2 billion, or 4%, to $60.5 billion, primarily due to growth in average consumer and commercial loans. Average securities decreased $1.4 billion, or 7%, to $18.4 billion, largely attributable to principal reductions. At June 30, 2025, average loans and leases included approximately $400 million in loans associated with the four FirstBank Coachella Valley, California branches that we acquired in late March 2025.

Previous report

Average interest-bearing liabilities increased $1.4 billion, or 3%, from the prior year quarter. This growth was primarily driven by increases in average borrowed funds and average interest-bearing deposits.

Previous report

Customer-related noninterest income increased $11 million, or 7%, compared with the prior year period. This growth was driven by an $8 million increase in capital markets fees and income, largely attributable to higher swap fees and loan syndication activity. Additionally, retail and business banking fees increased $3 million, primarily due to increased deposit service fees.

Previous report

Noncustomer-related noninterest income was flat compared with the prior year period. Net securities gains increased $10 million, which included an $11 million unrealized gain related to the successful completion of an IPO of one of our SBIC investments, FatPipe, Inc. This investment will be marked-to-market until our shares, which are subject to a minimum 180-day lock-up period from the IPO, are fully divested. An associated $2 million accrued success fee payable to the investment manager will also be adjusted based on the investment’s fair value. The increase in net securities gains was offset by a $10 million decline in dividends and other income, primarily due to higher gains in the prior year period associated with the sale of our Enterprise Retirement Solutions business.

Previous report

Noninterest expense increased $18 million, or 4%, relative to the prior year quarter. Salaries and employee benefits expense increased $18 million, primarily due to higher incentive compensation accruals as a result of improved profitability. Other noninterest expense increased $6 million, largely driven by increases in certain legal reserves and the success fee accrual associated with the IPO of the previously discussed SBIC investment. These increases were partially offset by a $4 million decline in professional and legal services, mainly due to reduced technology-related consulting expenses.

Previous report

Total technology spend increased $9 million, or 8%, relative to the prior year quarter. This increase was primarily driven by higher capitalized technology investments associated with other lending and customer-related technology initiatives following the completion of the core system replacement project in the prior year period. The increase was partially offset by a reduction in other technology-related expenses, largely due to lower noncapitalized salary costs related to technology functions.

Previous report

At June 30, 2025, total loans and leases included approximately $390 million in loans associated with the four FirstBank Coachella Valley, California branches that we acquired in late March 2025.

Previous report

At June 30, 2025, total deposits included approximately $585 million in deposits associated with the four FirstBank Coachella Valley, California branches that we acquired in late March 2025.

Previous report

1 Other included approximately $16 million and $17 million of office CRE loans with collateral located in Georgia at June 30, 2025 and December 31, 2024, respectively.

Previous report

2 Excluding both the $9 million gain on sale of our Enterprise Retirement Solutions business and the $4 million gain on sale of a bank-owned property (recorded in dividends and other income), the efficiency ratio for the three and six months ended June 30, 2024 would have been 65.6% and 66.7%, respectively, and the efficiency ratio for the year ended December 31, 2024 would have been 64.4%.
Reworded paragraphs (78)

Previous wording

This quarterly report includes “forward-looking statements” as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements are based on management’s current expectations and assumptions regarding future events or determinations, all of which are subject to known and unknown risks, uncertainties, and other factors that may cause our actual results, performance or achievements, industry trends, and results or regulatory outcomes to differ materially from those expressed or implied. Forward-looking statements include, among others:

Current wording

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

Previous wording

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

Current wording

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

Previous wording

•Statements preceded or followed by, or that include the words “may,” “might,” “can,” “continue,” “could,” “should,” “would,” “believe,” “anticipate,” “estimate,” “forecasts,” “expect,” “intend,” “target,” “commit,” “design,” “plan,” “projects,” “will,” and the negative thereof and similar words and expressions.

Current wording

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

Previous wording

•Changes in general industry, political, and economic conditions, including increases in the national debt, elevated inflation, economic slowdowns or recessions, and other macroeconomic challenges; changes in interest and reference rates, which could negatively impact our revenues and expenses, the valuation of our assets and liabilities, the availability and cost of deposits and other capital, and our ability to manage liquidity; and deterioration in economic conditions may result in increased loan and lease losses;

Current wording

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

Previous wording

•Political developments, including those that result in significant disruptions and changes in the size, scope, and effectiveness of the government and its agencies and services;

Current wording

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

Previous wording

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

Current wording

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

Previous wording

Our financial performance in the second quarter of 2025, relative to the prior year period, reflected solid growth in net earnings, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $1.63, compared with $1.28 in the second quarter of 2024, as higher net interest income and noninterest income, along with a lower provision for credit losses, were partially offset by increased noninterest expense.

Current wording

Our financial performance in the third quarter of 2025, relative to the prior year period, reflected growth in net earnings applicable to common shareholders, diluted earnings per share (“EPS”), and adjusted pre-provision net revenue (“PPNR”). Diluted EPS increased to $1.48, compared with $1.37 in the third quarter of 2024, as higher net interest income and noninterest income were partially offset by a higher provision for credit losses and increased noninterest expense.

Previous wording

•Net interest income increased $51 million, or 9%, compared with the prior year period, primarily due to lower funding costs and an increase in average interest-earning assets. As a result, the net interest margin improved to 3.17%, compared with 2.98%.

Current wording

•Net interest income increased $52 million, or 8%, compared with the prior year period, primarily due to lower funding costs and favorable shifts in the composition of average interest-earning assets. As a result, the net interest margin improved to 3.28%, compared with 3.03%.

Previous wording

•Noninterest expense increased $18 million, or 4%, primarily due to higher incentive compensation accruals as a result of improved profitability, as well as an increase in other noninterest expense. These increases were partially offset by a decline in professional and legal services.

Current wording

•Noninterest expense increased $25 million, or 5%, primarily due to higher salaries and employee benefits expense, as well as an increase in technology, telecom, and information processing expense. These increases were partially offset by a decline in deposit insurance and regulatory expense.

Previous wording

◦Total loans and leases increased $2.4 billion, or 4%, primarily driven by growth in the consumer 1-4 family residential mortgage and commercial and industrial loan portfolios.

Current wording

•Total loans and leases increased $1.4 billion, or 2%, primarily driven by growth in the consumer 1-4 family residential mortgage and commercial and industrial loan portfolios.

Previous wording

◦Total deposits remained relatively stable, as an increase in noninterest-bearing demand deposits was partially offset by a decline in interest-bearing deposits. The growth in noninterest-bearing deposits was largely the result of the migration of a consumer interest-bearing product into a new noninterest-bearing offering. Customer deposits (excluding brokered deposits) totaled $69.9 billion, compared with $69.5 billion.

Current wording

•Total deposits decreased $840 million, or 1%. The reduction in interest-bearing deposits was primarily due to the migration of a consumer interest-bearing product into a new noninterest-bearing offering, along with a decrease in brokered deposits. This decline was partially offset by an increase in noninterest-bearing demand deposits, mainly driven by the aforementioned product migration. Customer deposits, excluding brokered deposits, totaled $71.1 billion, compared with $70.5 billion.

Previous wording

•Total borrowed funds, primarily composed of secured borrowings, increased $845 million, or 14%, compared with the prior year quarter. This increase was driven by higher levels of long-term debt and Federal Home Loan Bank (“FHLB”) short-term advances, partially offset by the full repayment of borrowings under the Federal Reserve Board (“FRB”) Bank Term Funding Program (“BTFP”).

Current wording

•Total borrowed funds increased $1.8 billion, or 51%, compared with the prior year quarter. This growth was driven by higher levels of long-term debt and short-term advances from the FHLB, partially offset by the full repayment of borrowings under the Federal Reserve Board (“FRB”) Bank Term Funding Program (“BTFP”).

Previous wording

1 Includes interest income recoveries of $2 million for both the three months ended, and $6 million and $4 million for the six months ended June 30, 2025, and 2024, respectively.

Current wording

1 Includes interest income recoveries of $2 million and $1 million for the three months ended, and $8 million and $5 million for the nine months ended September 30, 2025, and 2024, respectively.

Previous wording

Net interest income accounted for 77% of total net revenue (sum of net interest income plus noninterest income) in both the second quarters of 2025 and 2024. It increased $51 million, or 9%, for the three months ended June 30, 2025, relative to the same prior year period. This increase was primarily due to lower funding costs and growth in average interest-earning assets. As a result, the net interest margin improved to 3.17%, compared with 2.98%.

Current wording

Net interest income accounted for 78% of total net revenue (sum of net interest income plus noninterest income) in both the third quarters of 2025 and 2024. It increased $52 million, or 8%, for the three months ended September 30, 2025, relative to the same prior year period. This increase was primarily due to lower funding costs and a favorable shift in the composition of average interest-earning assets, reflecting growth in higher-yielding loans and a decline in lower-yielding money market investments and securities. As a result, the net interest margin improved to 3.28%, compared with 3.03%.

Previous wording

The yield on average interest-earning assets, net of hedging activity, declined 20 basis points (“bps”) in the second quarter of 2025, compared with the prior year period. This decrease reflects a lower interest rate environment, partially offset by a favorable shift in the composition of average interest-earning assets, including growth in average loans and money market investments, and a reduction in average securities. The yield on average money market investments declined 104 bps, while the net yield on average loans decreased 25 bps, and the net yield on average securities declined 16 bps during the second quarter of 2025.

Current wording

The yield on average interest-earning assets, net of hedging activity, declined 19 basis points (“bps”) in the third quarter of 2025, compared with the prior year period, reflecting a lower interest rate environment. The yield on average money market investments declined 100 bps, while the net yield on average loans decreased 24 bps, and the net yield on average securities declined 13 bps during the third quarter of 2025.

Previous wording

The total cost of deposits decreased 43 bps, and the rate paid on total deposits and interest-bearing liabilities decreased 39 bps during the second quarter of 2025, compared with the prior year period, reflecting the lower interest rate environment. The rates paid on interest-bearing deposits and total borrowed funds decreased 68 bps and 40 bps, respectively.

Current wording

The total cost of deposits decreased 47 bps, and the rate paid on total deposits and interest-bearing liabilities decreased 44 bps during the third quarter of 2025, compared with the prior year period, reflecting the lower interest rate environment. The rates paid on interest-bearing deposits and total borrowed funds decreased 68 bps and 30 bps, respectively.

Previous wording

Average interest-earning assets increased $1.5 billion, or 2% from the prior year quarter, as growth in average loans and leases and average money market investments was partially offset by a decline in average securities.

Current wording

Average interest-earning assets decreased $111 million from the prior year quarter, as a decline in average money market investments and average securities was partially offset by an increase in average loans and leases.

Previous wording

Average deposits remained relatively stable at $74.3 billion during the second quarter of 2025 and included approximately $620 million in deposits associated with the four FirstBank Coachella Valley, California branches that we acquired in late March 2025. Average interest-bearing deposits increased $461 million, or 1%. Average noninterest-bearing deposits decreased $423 million or 2%, and represented 33% of total deposits for the quarter, compared with 34% during the same prior year period.

Current wording

Average deposits decreased $726 million, or 1%, to $74.3 billion. Average interest-bearing deposits decreased $925 million, or 2%. Average noninterest-bearing deposits increased $199 million or 1%, and represented 34% of total deposits for the quarter, compared with 33% during the same prior year period. The change in average deposits was mainly due to the same drivers noted above.

Previous wording

Average borrowed funds, primarily composed of secured borrowings, increased $962 million, or 14%, to $7.8 billion. This growth was driven by increases in long-term debt, security repurchase agreements, and FHLB short-term advances, partially offset by the full repayment of borrowings under the FRB BTFP. The increase in long-term debt reflects the issuance of $500 million of 6.82% Fixed-to-Floating Subordinated Notes, partially offset by the redemption of $88 million of 6.95% Fixed-to-Floating Subordinated Notes during the fourth quarter of 2024.

Current wording

Average borrowed funds, primarily composed of secured borrowings, increased $284 million, or 4%, to $6.6 billion. This growth was driven by increases in long-term debt, partially offset by the full repayment of borrowings under the FRB BTFP and a decrease in security repurchase agreements. The increase in long-term debt reflects the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes in August 2025, and $500 million in 6.82% Fixed-to-Floating Subordinated Notes in November 2024. These issuances were partially offset by the redemption of $88 million in 6.95% Fixed-to-Floating Subordinated Notes in December 2024.

Previous wording

The ACL was $732 million at June 30, 2025, compared with $726 million at June 30, 2024. The year-over-year increase in the ACL primarily reflects increased lending activity and more adverse economic scenarios, partially offset by lower reserves associated with certain portfolio-specific risks, such as commercial real estate (“CRE”). The ratio of ACL to total loans and leases was 1.20% at June 30, 2025, compared with 1.24% at June 30, 2024.

Current wording

The ACL was $725 million at September 30, 2025, compared with $736 million at September 30, 2024. The year-over-year decrease in the ACL primarily reflects lower reserves associated with commercial real estate (“CRE”) portfolio-specific risks, partially offset by more adverse economic scenarios and increased growth in loans and commitments. The ratio of ACL to total loans and leases was 1.20% at September 30, 2025, compared with 1.25% at September 30, 2024. The following schedule illustrates the primary drivers of changes in the ACL compared with the prior year period.

Previous wording

The bar chart above illustrates the primary drivers of changes in the ACL compared with the prior year period. To estimate current expected losses, we use econometric loss models that incorporate multiple economic scenarios, ranging from optimistic to baseline to stressed economic conditions. The outcomes of these scenarios are weighted to derive the credit loss estimate. Management may adjust these scenario weightings based on their assessment of prevailing conditions and reasonable and supportable forecasts.

Current wording

To estimate current expected losses, we use econometric loss models that incorporate multiple economic scenarios, ranging from optimistic to baseline to stressed economic conditions. The outcomes of these scenarios are weighted to derive the credit loss estimate. Management may adjust these scenario weightings based on their assessment of prevailing conditions and reasonable and supportable forecasts.

Previous wording

The second bar reflects changes in economic forecasts and current economic conditions, incorporating management’s judgment regarding the weighting of these forecasts during the current quarter. These changes resulted in a $36 million increase in the ACL from the prior year quarter, primarily due to the incorporation of more adverse economic scenarios.

Current wording

The second bar in the schedule above reflects changes in economic forecasts and current economic conditions, incorporating management’s judgment regarding the weighting of these forecasts during the current quarter. These changes resulted in a $26 million increase in the ACL from the prior year quarter, primarily due to the incorporation of more adverse economic scenarios.

Previous wording

The third bar captures changes in credit quality factors, including risk grade migration, portfolio-specific risks, and specific reserves on loans. Collectively, these factors contributed to a $52 million decrease in the ACL, largely driven by a reduced emphasis on portfolio-specific risks associated with the CRE loan portfolio.

Current wording

The third bar captures changes in credit quality factors, including risk grade migration, portfolio-specific risks, and specific reserves on loans. Collectively, these factors contributed to a $60 million decrease in the ACL, largely driven by reduced CRE portfolio-specific risks. This decrease was partially offset by a full reserve of the $10 million remaining balance established in connection with the previously disclosed credit losses involving two related commercial loans.

Previous wording

The fourth bar represents changes in the composition of the loan portfolio, including shifts in loan balances and mix, the aging of the portfolio, and other qualitative risk factors. These changes resulted in a $22 million increase in the ACL, primarily driven by $2.4 billion in period-end loan growth, partially offset by changes in the mix of the loan portfolio.

Current wording

The fourth bar represents changes in the composition of the loan portfolio, including shifts in loan balances and mix, the aging of the portfolio, and other qualitative risk factors. These changes resulted in a $23 million increase in the ACL, primarily driven by $1.4 billion in period-end loan growth, partially offset by changes in the mix of the loan portfolio.

Previous wording

The provision for credit losses, which includes both the provision for loan and lease losses and the provision for unfunded lending commitments, was negative $1 million in the second quarter of 2025, compared with a positive $5 million in the second quarter of 2024. The provision for securities losses was less than $1 million during both the second quarters of 2025 and 2024.

Current wording

The provision for credit losses, which includes both the provision for loan and lease losses and the provision for unfunded lending commitments, was $49 million in the third quarter of 2025, compared with $13 million in the third quarter of 2024. The year-over-year increase was due to the previously disclosed credit losses involving two related commercial loans. The provision for securities losses was less than $1 million during both the third quarters of 2025 and 2024.

Previous wording

Noninterest income accounted for 23% of total net revenue (sum of net interest income plus noninterest income) in both the second quarters of 2025 and 2024. It increased $11 million, or 6%, for the three months ended June 30, and $26 million, or 8%, for the six months ended June 30, 2025, relative to the same prior year period. The following schedule presents a comparison of the major components of noninterest income:

Current wording

Noninterest income accounted for 22% of total net revenue (sum of net interest income plus noninterest income) in both the third quarters of 2025 and 2024. It increased $17 million, or 10%, for the three months ended September 30, and $43 million, or 8%, for the nine months ended September 30, 2025, relative to the same prior year period. The following schedule presents a comparison of the major components of noninterest income:

Previous wording

1 Effective the first quarter of 2025, capital markets fees and income includes fair value and nonhedge derivative income, which was previously disclosed under noncustomer-related noninterest income. These amounts totaled less than $1 million for the three and six months ended June 30, 2025, and for the six months ended June 30, 2024. For the three months ended June 30, 2024, the amount reflected a loss of $1 million.

Current wording

1 Effective the first quarter of 2025, capital markets fees and income included the net CVA, which was previously disclosed under noncustomer-related noninterest income as fair value and nonhedge derivative income. For the three and nine months ended September 30, 2025, the net CVA was a loss of $11 million. This loss was primarily driven by an update to our valuation methodology, in addition to changes in other market factors. For the three and nine months ended September 30, 2024, the net CVA was a loss of $3 million.

Previous wording

Other noninterest-bearing investments increased $162 million, or 16%, during the first six months of 2025. This increase was primarily due to higher FHLB borrowings, which resulted in an increase in FHLB stock, as we are required to maintain FHLB stock equivalent to approximately 4-5% of our outstanding FHLB borrowings to preserve borrowing capacity. Additionally, our SBIC investment portfolio increased $27 million, largely due to valuation adjustments on related investments. During the second quarter of 2025, we recognized an $11 million unrealized gain associated with the successful IPO of one of our SBIC investments, FatPipe, Inc. This investment will continue to be marked to market until our shares, which are subject to a minimum 180-day lock-up period from the IPO, are fully divested.

Current wording

For the nine months ended September 30, 2025, noncustomer-related noninterest income increased $21 million, or 48%, relative to the same prior year period. This increase was largely attributable to valuation adjustments in our Small Business Investment Company (“SBIC”) investment portfolio. Notably, in the second quarter of 2025, we recognized an $11 million unrealized gain following the successful initial public offering (“IPO”) of one of our SBIC investments, FatPipe, Inc. This investment will continue to be marked to market until our shares, which are subject to a minimum 180-day lock-up period from the IPO, are fully divested.

Previous wording

Adjusted noninterest expense increased $15 million, or 3%. The efficiency ratio improved to 62.2%, compared with 64.5%, reflecting positive operating leverage as adjusted pre-provision net revenue increased $38 million, or 14%. For more information on non-GAAP financial measures, see page 40.

Current wording

Adjusted noninterest expense increased $21 million, or 4%. The efficiency ratio improved to 59.6%, compared with 62.5%, reflecting positive operating leverage as adjusted pre-provision net revenue increased $53 million, or 18%. For more information on non-GAAP financial measures, see page 41.

Previous wording

For the six months ended June 30, 2025, noninterest expense increased $30 million, or 3%, relative to the same prior year period. Salaries and employee benefits expense increased $29 million, primarily due to higher incentive compensation accruals and increased benefits and severance-related expenses. Other noninterest expense increased $12 million, partly due to a $3 million impairment of certain long-lived assets, in addition to items previously discussed. Technology, telecom, and information processing expense increased $7 million, driven by higher application software, license, and maintenance costs. These increases were partially offset by a $13 million reduction in deposit insurance and regulatory expense, reflecting the Federal Deposit Insurance Corporation (“FDIC”) special assessment accrual in the same prior year period, and a $7 million decline in professional and legal services, due to the same factors previously noted.

Current wording

For the nine months ended September 30, 2025, noninterest expense increased $55 million, or 4%, relative to the same prior year period. Salaries and employee benefits expense increased $49 million, mainly due to the same factors previously noted. Other noninterest expense increased $15 million, driven by higher subscription costs, the impairment of certain long-lived assets, increased legal reserves, and a success fee accrual associated with the IPO of an SBIC investment. Technology, telecom, and information processing expense increased $11 million, reflecting the same drivers noted above. These increases were partially offset by a $16 million reduction in deposit insurance and regulatory expense, attributable to the Federal Deposit Insurance Corporation (“FDIC”) special assessment accrual in the same prior year period, and a $7 million decline in professional and legal services, mainly due to reduced technology-related consulting expenses.

Previous wording

For the six months ended June 30, 2025, total technology spend increased $15 million, or 6%, compared with the same prior year period. This increase was primarily driven by higher capitalized technology investments and increased technology, telecom, and information processing expense as previously discussed.

Current wording

Total technology spend increased $15 million, or 13%, compared with the same prior year quarter. This increase was driven by higher capitalized technology investments associated with lending and customer-focused technology initiatives. In addition, technology, telecom, and information processing expense increased, largely reflecting the previously noted increases in application software, licensing, and maintenance costs.

Previous wording

The effective tax rate was 21.8% and 23.3% for the three months ended June 30, 2025 and 2024, respectively. For more information about the factors that impacted the income tax rates, as well as details on deferred income tax assets and liabilities, see Note 12 of the Notes to Consolidated Financial Statements.

Current wording

The effective tax rate was 22.1% and 22.7% for the three months ended September 30, 2025 and 2024, respectively. For more information about the factors that impacted the income tax rates, as well as details on deferred income tax assets and liabilities, see Note 12 of the Notes to Consolidated Financial Statements.

Previous wording

Preferred stock dividends totaled $1 million and $11 million for the second quarter of 2025 and 2024, respectively. The decrease was due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024.

Current wording

Preferred stock dividends totaled $1 million and $10 million for the third quarters of 2025 and 2024, respectively. The year-over-year decrease was due to the redemption of the outstanding shares of our Series G, I, and J preferred stock during the fourth quarter of 2024.

Previous wording

Interest-earning assets, which include loans and leases, investment securities, and money market investments, have associated interest rates or yields. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding the average balances, associated revenue generated, and the respective yields of our interest-earning assets, see the Average Balance Sheet on page 11.

Current wording

Interest-earning assets—which include loans and leases, investment securities, and money market investments—carry associated interest rates or yields. We strive to maintain a high level of interest-earning assets relative to total assets. For more information regarding average balances, the associated revenue generated, and the corresponding yields of these assets, see the Average Balance Sheet on page 11.

Previous wording

We invest in securities primarily to provide balance sheet liquidity. The portfolio largely consists of securities that can be readily converted to cash or used to generate liquidity through secured borrowing agreements, without the need to sell the securities. Our investment securities portfolio also helps to balance the inherent interest rate mismatch between loans and deposits, thereby helping to preserve the economic value of shareholders’ equity. The estimated deposit duration at June 30, 2025 was assumed to be longer than the loan duration (including swaps). At June 30, 2025, the estimated duration of the investment securities portfolio, which measures price sensitivity to interest rate changes, was 3.8 years, compared with 3.4 years at December 31, 2024, primarily due to revised prepayment assumptions on certain securities.

Current wording

We invest in securities primarily to provide balance sheet liquidity. The portfolio largely consists of securities that can be readily converted to cash or used to generate liquidity through secured borrowing agreements, without the need to sell the securities. Our investment securities portfolio also helps to balance the inherent interest rate mismatch between loans and deposits, thereby helping to preserve the economic value of shareholders’ equity. The estimated deposit duration at September 30, 2025 was assumed to be longer than the loan duration (including swaps). At September 30, 2025, the estimated duration of the investment securities portfolio, which measures price sensitivity to interest rate changes, was 3.7 years, compared with 3.4 years at December 31, 2024, primarily due to revised prepayment assumptions on certain securities.

Previous wording

For information about our borrowing capacity associated with the investment securities portfolio and how we manage our liquidity risk, refer to the “Liquidity Risk Management” section on page 37. Additionally, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements for more information on fair value measurements and the accounting for our investment securities portfolio.

Current wording

For more information about our borrowing capacity associated with the investment securities portfolio and how we manage our liquidity risk, refer to the “Liquidity Risk Management” section on page 38. For more information on fair value measurements and the accounting for our investment securities portfolio, refer to Note 3 and Note 5 of the Notes to Consolidated Financial Statements.

Previous wording

The amortized cost of total investment securities declined $592 million, or 3%, from December 31, 2024, primarily due to principal reductions. At both June 30, 2025 and December 31, 2024, approximately 7% of the portfolio consisted of floating-rate instruments. Additionally, at June 30, 2025, we had active pay-fixed interest rate swaps with an aggregate notional amount of $4.2 billion. These swaps are designated as fair value hedges of fixed-rate available-for-sale (“AFS”) securities and effectively convert the fixed interest income on the hedged portion of the securities to a floating rate.

Current wording

The amortized cost of total investment securities declined $832 million, or 4%, from December 31, 2024, primarily due to principal reductions, net of reinvestments. At both September 30, 2025 and December 31, 2024, approximately 7% of the portfolio consisted of floating-rate instruments. Additionally, at September 30, 2025, we had active pay-fixed interest rate swaps with an aggregate notional amount of $4.5 billion. These swaps are designated as fair value hedges of fixed-rate available-for-sale (“AFS”) securities and effectively convert the fixed interest income on the hedged portion of the securities to a floating rate.

Previous wording

At June 30, 2025, our AFS investment securities portfolio included approximately $152 million in net premium, distributed across various security categories. Taxable-equivalent premium amortization for these investment securities totaled $12 million for the second quarter of 2025, compared with $14 million in the same prior year period.

Current wording

At September 30, 2025, our AFS investment securities portfolio included approximately $108 million in net premium, distributed across various security categories. Taxable-equivalent premium amortization for these investment securities totaled $12 million for the third quarter of 2025, compared with $14 million in the same prior year period.

Previous wording

Our municipal loans and securities are primarily concentrated within our geographic footprint. At June 30, 2025, approximately $5 million of municipal loans and leases were on nonaccrual, compared with $11 million at December 31, 2024. These nonaccrual loans were extended to private commercial entities utilizing a pass-through municipal structure to obtain favorable tax treatment.

Current wording

Our municipal loans and securities are primarily concentrated within our geographic footprint. At September 30, 2025, approximately $2 million of municipal loans and leases were on nonaccrual, compared with $11 million at December 31, 2024. These nonaccrual loans were extended to private commercial entities utilizing a pass-through municipal structure to obtain favorable tax treatment.

Previous wording

During the first six months of 2025, the loan and lease portfolio increased $1.4 billion, or 2%, to $60.8 billion at June 30, 2025. This growth was primarily driven by increases in the commercial and industrial, consumer 1-4 family residential mortgage, and term commercial real estate loan portfolios. The ratio of loans and leases to total assets was 68% at June 30, 2025, compared with 67% at December 31, 2024. Commercial and industrial loans remained the largest loan segment, representing 29% and 28% of total loans for the same respective periods.

Current wording

During the first nine months of 2025, the loan and lease portfolio increased $892 million, or 2%, to $60.3 billion at September 30, 2025. This growth was primarily driven by increases in the consumer 1-4 family residential mortgage, commercial and industrial, and term commercial real estate loan portfolios. The ratio of loans and leases to total assets was 68% at September 30, 2025, compared with 67% at December 31, 2024. Commercial and industrial loans remained the largest loan segment, representing 29% and 28% of total loans for the same respective periods.

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Current report — wording carried from elsewhere

The SBIC investment portfolio increased $48 million, largely driven by new investments and valuation adjustments on related investments. The increase in FHLB stock was due to higher FHLB borrowings. To maintain borrowing capacity, we are required to hold FHLB stock equivalent to approximately 4-5% of our outstanding FHLB borrowings.
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Previous report — wording carried elsewhere

related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date.