ZIONS BANCORPORATION, NATIONAL ASSOCIATION /UT/

REPORT ON MANAGEMENT’S ASSESSMENT OF INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of Zions Bancorporation, N.A is responsible for establishing and maintaining adequate internal control over financial reporting as defined by Exchange Act Rules 13a-15 and 15d-15.

Due to inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Additionally, projections of any evaluation of effectiveness into future periods are subject to risk, as controls may become inadequate due to changes in conditions or a decline in compliance with established policies and procedures. While any system of internal control can be compromised by human error or intentional circumvention, we believe our system provides reasonable assurance that financial transactions are properly recorded and reported, providing a sound basis for reliable financial statements.

Management evaluated the effectiveness of internal control over financial reporting using the criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this assessment, management concluded that internal control over financial reporting was effective as of December 31, 2025. No material weaknesses were identified.

Ernst & Young LLP, an independent registered public accounting firm, audited our consolidated financial statements for the year ended December 31, 2025, and issued an attestation report on internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”). This report is included herein.

REPORTS OF ERNST & YOUNG LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PCAOB ID:42)

REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

To the Shareholders and the Board of Directors of Zions Bancorporation, National Association

Opinion on Internal Control Over Financial Reporting

We have audited Zions Bancorporation, National Association’s (the Bank) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, the Bank maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2025 consolidated financial statements of the Bank and our report dated February 24, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

The Bank’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report on Management’s Assessment of Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Bank’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

Salt Lake City, Utah

REPORT ON CONSOLIDATED FINANCIAL STATEMENTS

To the Shareholders and the Board of Directors of Zions Bancorporation, National Association

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Zions Bancorporation, National Association (the Bank) as of December 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, changes in shareholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Bank at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Bank’s internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 24, 2026, expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Bank’s management. Our responsibility is to express an opinion on the Bank’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Bank in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account and the disclosures to which it relates.

Allowance for loan and lease losses

/s/Ernst & Young LLP

We have served as the Bank’s auditor since 2000.

Salt Lake City, Utah

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED STATEMENTS OF INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CASH FLOWS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2025

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Business

Zions Bancorporation, National Association (“Zions Bancorporation, N.A.,” “the Bank,” “we,” “our,” “us”) is a bank headquartered in Salt Lake City, Utah. We provide a wide range of banking products and related services, primarily in 11 Western states through seven separately managed affiliates: Zions Bank; California Bank & Trust (“CB&T”); Amegy Bank (“Amegy”); National Bank of Arizona (“NBAZ”); Nevada State Bank (“NSB”); Vectra Bank Colorado (“Vectra”); and The Commerce Bank of Washington (“TCBW”), which also operates as The Commerce Bank of Oregon in Oregon. For more information regarding operating segment performance, see Note 22.

Basis of Financial Statement Presentation and Principles of Consolidation

The consolidated financial statements include our accounts as well as those of our majority-owned subsidiaries that are consolidated. This includes wholly owned subsidiaries such as ZMFU II, Inc., which supports our municipal lending operations, and Zions Direct, Inc., a registered broker-dealer under the Exchange Act, among other subsidiaries.

Investments where we possess significant influence over the investee's operating and financial policies are accounted for using the equity method. All intercompany accounts and transactions have been eliminated during consolidation. Assets held in an agency or fiduciary capacity are excluded from the consolidated financial statements.

These financial statements have been prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and prevailing practices within the financial services industry. References to GAAP, including standards issued by the Financial Accounting Standards Board, are cited based on the applicable accounting guidance. In preparing these financial statements, we apply estimates and assumptions that affect the reported amounts and related disclosures in the accompanying notes. Actual results may differ from these estimates.

Subsequent Events

We evaluated events occurring between December 31, 2025 and the date of issuance of the accompanying financial statements. Based on this evaluation, we concluded that no material events occurred that would require adjustments to the consolidated financial statements. As referenced in Note 13 of the Notes to Consolidated Financial Statements, on February 4, 2026, we issued $500 million of 4.48% Fixed-to-Floating Senior Notes, maturing on February 9, 2029.

Variable Interest Entities

A variable interest entity (“VIE”) is consolidated when we are determined to be its primary beneficiary. Current accounting standards require ongoing assessments to identify the primary beneficiary of a VIE. At the inception of our involvement, and periodically thereafter, we reassess our consolidation conclusions for all entities in which we have an interest. At December 31, 2025, and 2024, no VIEs were consolidated in our financial statements.

Statement of Cash Flows

For purposes of presentation on the consolidated statements of cash flows, “cash and cash equivalents” are defined as the amounts included in “Cash and due from banks” on the consolidated balance sheet.

Securities Purchased Under Agreements to Resell

Securities purchased under agreements to resell include both overnight and term transactions, with most maturing within 50 days. These agreements are generally classified as collateralized financing arrangements and are recorded at acquisition cost plus accrued interest. We, or third parties acting on our behalf, take possession of the underlying securities. The fair value of these securities is continuously monitored throughout the contract term to help maintain sufficient collateral to mitigate counterparty default risk. Contractual provisions permit us to sell or repledge certain securities accepted as collateral for securities purchased under these agreements.

At both December 31, 2025, and 2024, we held $1.4 billion in securities that we were contractually permitted to sell or repledge. The average balance of securities purchased under agreements to resell was $2.4 billion and $2.2 billion in 2025 and 2024, with the maximum month-end outstanding amounts during these same periods reaching $3.9 billion and $3.0 billion, respectively. If collateral is sold, our obligation to return the securities is recorded as “securities sold, not yet purchased” and presented as a liability in “Federal funds and other short-term borrowings” on the consolidated balance sheet.

Other Noninterest-bearing Investments

Other noninterest-bearing investments include private equity investments (“PEIs”), venture capital securities, securities acquired to satisfy for various debt and regulatory requirements, bank-owned life insurance (“BOLI”), and certain other noninterest-bearing assets. Additional details are provided in Note 3.

Certain PEIs and venture capital securities are accounted for under the equity method of accounting when we have the ability to exercise significant influence over the investee's operating and financial policies. Equity investments in PEIs that do not grant significant influence are reported at fair value when readily determinable. If a readily determinable fair value is not available, we apply a measurement alternative allowed under GAAP, which records the investment at cost, adjusted for impairment and observable price changes in identical or similar investments of the same issuer. Periodic impairment assessments are conducted by comparing carrying amounts to estimated fair values. Changes in fair value, impairment losses, and realized gains or losses from sales are included in “Securities gains (losses), net” on the consolidated statement of income. BOLI is measured at fair value based on the cash surrender values (“CSVs”) of the underlying general account insurance policies.

Business Combinations

Business combinations are accounted for using the acquisition method of accounting. Upon obtaining control, we recognize 100% of the acquired assets and assumed liabilities, irrespective of the ownership percentage. These assets and liabilities are recorded at their estimated fair values, and goodwill is recognized when the purchase price exceeds the net fair value of the acquired assets and liabilities. Transaction and restructuring costs are expensed as incurred. Adjustments to estimated fair values during the measurement period—which cannot exceed one year from the acquisition date—are recorded as changes to goodwill. The operating results of acquired businesses are included on our consolidated statement of income beginning on the acquisition date.

Other Real Estate Owned

Other real estate owned (“OREO”) primarily consists of commercial and residential real estate properties acquired through partial or full satisfaction of loan obligations. These properties are initially recorded at fair value, less estimated selling costs, based on recent appraisals at the time of transfer. Subsequently, they are carried at the lower of cost or fair value, less estimated selling costs.

Significant Accounting Policies

The following schedule outlines other significant accounting policies and indicates the corresponding Note and page where each policy is described:

2. RECENT ACCOUNTING PRONOUNCEMENTS

3. FAIR VALUE

Fair Value Measurement

We measure certain assets and liabilities at fair value. Fair value represents the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in the principal market or most advantageous market available to us, in an orderly transaction between market participants as of the measurement date. To promote consistency and comparability, fair value measurements are categorized within a three-level hierarchy based on the observability of the inputs used, as outlined below. Observable market data is prioritized, and reliance on unobservable inputs in minimized. When quoted market prices are not available, fair value is determined using valuation models that incorporate assumptions that align with those that market participants would consider in pricing the asset or liability. Changes in market conditions may reduce the availability of observable inputs.

The following fair value hierarchy prioritizes the use of observable inputs over unobservable inputs when measuring the fair value of assets and liabilities:

•Level 1 — Quoted prices in active markets for identical assets or liabilities that we can access at the measurement date;

•Level 2 — Observable inputs other than Level 1, including quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in less active markets, observable inputs other than quoted prices used in the valuation of an asset or liability, and inputs derived principally from or corroborated by observable market data through correlation or other means; and

•Level 3 — Unobservable inputs supported by minimal or no market activity for financial instruments whose value is determined by pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Fair value classifications are determined based on the lowest level input that is significant to the overall measurement. In the absence of evidence indicating forced or disorderly transactions, market activity is presumed to be orderly. Applicable accounting guidance prohibits the use of blockage discounts or liquidity adjustments based solely on the volume of instruments held by the Bank.

We measure certain assets and liabilities at fair value on a recurring basis when fair value is the primary basis for accounting. Fair value is also applied on a nonrecurring basis for certain assets or liabilities for purposes such as evaluating impairment, applying lower of cost or fair value accounting, or providing fair value disclosures for certain financial instruments.

Fair Value Policies and Procedures

We have implemented a comprehensive framework of policies, processes, and internal controls designed to promote the reasonable estimation, thorough review, and formal approval of fair value measurements. The Securities Valuation Committee, comprised of members of executive management, reviews and approves the key elements of fair value measurements on a quarterly basis, including significant valuation assumptions used in Level 3 measurements. In addition, the Model Risk Management Group is responsible for conducting validations of valuation models, including internally developed models, and for establishing the policies and procedures governing the timing and requirements for subsequent revalidations.

Third-party Service Providers

We utilize a third-party pricing service to determine the fair value of substantially all Level 2 available-for-sale (“AFS”) securities. Fair value measurements for other Level 2 AFS securities are generally based on valuation inputs corroborated by observable market data, which may include discounted cash flow analyses.

For Level 2 securities, the third-party pricing service provides ongoing documentation that incorporates market data, detailed pricing information, and market reference data. This information includes benchmark yields, reported market trades, broker-dealer quotations, issuer-specific spreads, two-sided markets, benchmark securities, bids and offers, and additional reference data from the vendor's trading platform. We regularly review, test, and validate the information provided to support the reasonableness of the resulting fair value measurements.

The following describes the hierarchy classifications, valuation methodologies, and key inputs used to measure fair value on a recurring basis for designated financial instruments:

Trading securities

Trading securities are measured using observable market inputs and are classified in Level 1 and Level 2.

Available-for-Sale investment securities

•U.S. Treasury, Government Agency, and Corporate Securities — U.S. Treasury securities measured using quoted market prices are classified in Level 1. U.S. agency and corporate securities measured using observable market inputs are classified in Level 2.

•Municipal Securities — Municipal securities are measured using observable market inputs and are classified in Level 2.

•Other Debt Securities — Other debt securities are measured using quoted prices for similar securities and are classified in Level 2.

Loans held for sale

We have elected the fair value option for certain commercial real estate (“CRE”) loans designated for sale to a third-party conduit for securitization. These loans are measured at fair value using observable market prices for mortgage-backed securities with similar collateral and are classified in Level 2. Valuations incorporate adjustments for differences between the securities and the underlying loans, including credit quality, portfolio composition, and liquidity considerations.

Bank-owned Life Insurance

BOLI is measured according to the CSV of the underlying policies. Nearly all policies are general account contracts whose CSVs are based on our claims on the insurers’ assets. The insurers’ investment portfolios primarily consist of fixed-income securities, including investment-grade corporate bonds and various mortgage-related instruments. Management regularly monitors BOLI performance, including concentrations across insurance providers. BOLI balances are classified in Level 2 of the fair value hierarchy.

Private Equity Investments

PEIs measured at fair value on a recurring basis are generally classified in Level 3 due to the use of unobservable valuation inputs. Key assumptions include current and projected financial performance, recent financing transactions, economic and market conditions, comparable company data, market liquidity, and other relevant factors. The majority of these investments are held within our Small Business Investment Company (“SBIC”) and represent early stage venture investments. These investments are reviewed at least quarterly by the Securities Valuation Committee and more frequently when a new financing round occurs. Some PEIs may be valued using operating performance multiples. When an investment becomes publicly traded, it is classified in Level 1. Certain investments may be subject to redemption restrictions.

Agriculture Loan Servicing

We service agriculture loans approved and funded by the Federal Agricultural Mortgage Corporation (“FAMC”) under a servicing agreement for loans owned by FAMC. These servicing assets are measured at fair value, representing the present value of projected net future servicing cash flows. Because the valuation incorporates unobservable inputs, these assets are classified in Level 3 of the fair value hierarchy.

Deferred Compensation Plan Assets

Deferred compensation plan assets consist of shares of registered investment companies. These mutual fund investments are measured using quoted market prices, which represent the net asset value of the shares held at period-end. Accordingly, these assets are classified in Level 1.

Derivatives

Exchange-traded derivatives, such as standardized future contracts, are generally classified in Level 1 because they are valued using quoted prices in active markets. Over-the-counter derivatives—including interest rate swaps, energy commodity swaps, forwards, options, and purchased credit default swaps—are generally classified in Level 2. Their fair values are determined using valuation techniques that incorporate observable market inputs such as yield curves, foreign exchange rates, commodity prices, option volatilities, credit spreads, and other relevant market data. Valuations also include credit valuation adjustments (“CVAs”) to reflect nonperformance risk of both our counterparties and ourselves. CVAs are generally determined by applying a credit spread to expected exposures, net of any collateral.

Securities Sold, Not Yet Purchased

Securities sold, not yet purchased, are included in “Federal funds and other short-term borrowings” on the consolidated balance sheet. These instruments are measured using quoted market prices and are generally classified in Level 1. When quoted prices for identical securities are not available, quoted prices for similar securities are used, in which case the related balances are classified in Level 2.

Fair Value Hierarchy

The following schedule presents assets and liabilities measured at fair value on a recurring basis:

1 The level 1 PEIs generally relate to the portion of our SBIC investments and other similar investments that are publicly traded.

Fair Value Option for Certain Loans Held for Sale

We apply the fair value option to certain commercial real estate loans designated for sale to third-party conduits for securitization and hedged with derivative instruments. This election reduces accounting volatility that would otherwise result from the mismatch between measuring loans held for sale at the lower of cost or fair value and derivatives at fair value, without requiring the application of hedge accounting. These loans are included in “Loans held for sale” on the consolidated balance sheet. Related fair value gains and losses are included in “Capital markets fees and income” on the consolidated statement of income, and accrued interest is included in “Interest and fees on loans.”

At December 31, 2025 and 2024, we had $71 million and $25 million, respectively, of loans measured at fair value, with a corresponding unpaid principal balance of $72 million and $26 million. During 2025 and 2024, we recognized approximately $11 million and $14 million, respectively, in net gains from loan sales and valuation adjustments related to loans measured at fair value and the associated derivatives.

Level 3 Valuations

Roll-forward of Level 3 Fair Value Measurements

The following schedule presents a roll-forward of assets and liabilities that are measured at fair value on a recurring basis using Level 3 inputs:

The roll-forward of Level 3 instruments includes the following realized gains and losses recognized in “Securities gains (losses), net” on the consolidated statement of income for the periods presented:

Nonrecurring Fair Value Measurements

Certain assets and liabilities are measured at fair value on a nonrecurring basis. These include impaired loans measured at the fair value of the underlying collateral, OREO, and equity investments without readily determinable fair values. Nonrecurring fair value adjustments generally arise from observable price changes for such equity investments, write-downs of individual assets, or the application of lower of cost or fair value accounting.

Collateral-dependent loans are measured at the lower of amortized cost or the fair value of the collateral. OREO is initially recorded at fair value based on collateral appraisals at the time of transfer and subsequently measured at the lower of cost or fair value, net of estimated selling costs. Fair value measurements for collateral-dependent loans and OREO are derived from third-party appraisals utilizing one or more valuation approaches (income, market, and cost approaches). Adjustments to appraisal values may be made based on recently completed and validated third-party appraisals, third-party appraisal services, automated valuation models, or management’s informed judgment. Automated valuation services—which rely on models incorporating market, economic, and demographic factors—may be used primarily for residential properties when updated valuations from other methods are not available within 90 days of the balance sheet date.

At December 31, 2025, we had $24 million of collateral-dependent loans measured at fair value. During 2025, we recognized $8 million in losses related to changes in fair value for these loans.

Fair Value of Certain Financial Instruments

The following schedule presents the carrying values and estimated fair values of certain financial instruments:

For the items presented in the preceding schedule, fair value is estimated using the following methodologies:

•Held-to-maturity (“HTM”) investment securities—Fair value is estimated using either a third-party pricing service or an internal valuation model, both of which rely on observable market yields.

•Loans and leases measured at amortized cost—Fair value is estimated for disclosure purposes by discounting expected future cash flows using the applicable yield curve and incorporating a factor based on recent loan originations, which reflects the liquidity premium inherent in the loan portfolio. The discounted cash flows are then reduced by estimated aggregate credit losses over the life of the loan portfolio.

•Time and foreign deposits—Fair value is determined by discounting estimated future cash flows using the yield curve corresponding to the deposits’ respective maturities.

•Long-term debt—When available, fair value is based on actual market trade data. In the absence of observable trades, fair value is estimated by discounting contractual cash flows to maturity using the applicable yield curve, adjusted for credit spreads.

The preceding schedule excludes financial instruments that are recorded at fair value on a recurring basis, as well as certain financial assets and liabilities for which carrying value approximates fair value. These instruments include cash and due from banks, money market investments, demand deposits, savings and money market accounts, federal funds purchased and other short-term borrowings, and security repurchase agreements. The estimated fair value of demand, savings, and money market deposits equals the amount payable on demand at the reporting date. Carrying value is used for these instruments because they have no stated maturity, funds are withdrawable immediately, and credit risk is generally negligible. Instruments for which carrying value approximates fair value are typically classified in Level 2 of the fair value hierarchy because their valuation relies primarily on observable market inputs.

4. OFFSETTING ASSETS AND LIABILITIES

The following schedule presents gross and net information for selected financial instruments on the balance sheet:

Security repurchase and reverse repurchase agreements are offset on the consolidated balance sheet according to master netting agreements, when applicable. Security repurchase agreements are included in “Federal funds and other short-term borrowings” on the consolidated balance sheet. Derivative instruments may also be offset under their master netting agreements; however, for accounting purposes, they are presented on a gross basis on the consolidated balance sheet. For more information regarding derivative instruments, see Note 7.

5. INVESTMENT SECURITIES

Investment Securities

We classify our investment securities as either AFS or HTM. AFS securities, which primarily consist of debt instruments used to manage liquidity and interest rate risk and to generate interest income, are measured at fair value. Unrealized gains and losses from AFS securities, net of applicable taxes, are recognized in other comprehensive income (“OCI”).

HTM securities represent investments that management has both the intent and ability to hold until maturity. These securities are carried at amortized cost, which reflects the original purchase price, adjusted for the amortization or accretion of any premiums or discounts, as well as any impairment losses, including those related to credit.

Gains or losses resulting from the sale of investment securities are recognized in noninterest income and are measured using the specific identification method.

The carrying values of our investment securities exclude accrued interest receivables of$64 million and $60 million at December 31, 2025, and 2024, respectively. These amounts are included in “Other assets” on the consolidated balance sheet.

Purchase premiums on callable debt securities classified as AFS or HTM are amortized into interest income using the effective yield method based on the earliest call date. For all other AFS and HTM securities, purchase premiums and discounts are amortized into interest income over the contractual life of the security using the effective yield method.

When principal prepayments occur, a proportionate amount of the related premium or discount is recognized in income to maintain a consistent effective yield on the remaining balance of the security. For more information regarding the methodologies used to estimate the fair value of investment securities, see Note 3.

Investment securities with a carrying value of$17.5 billion and $17.9 billion were pledged as collateral for potential borrowings at December 31, 2025, and 2024, respectively.

When a security is transferred from AFS to HTM, the difference between its amortized cost basis and its fair value on the transfer date is amortized as a yield adjustment through interest income. The fair value at the transfer date establishes either a premium or discount relative to the amortized cost basis of the HTM securities. The amortization of unrealized gains or losses reported in accumulated other comprehensive income (“AOCI”) offsets the impact of amortizing the resulting premium or discount through interest income created by the transfer.

The discount associated with securities previously transferred from AFS to HTM was$1.6 billion ($1.2 billion after tax) at December 31, 2025, compared with $1.8 billion ($1.4 billion after tax) at December 31, 2024.

The following schedule presents the amortized cost and estimated fair values of our AFS and HTM securities:

1 Gross unrealized gains for the respective AFS security categories without values were individually less than $1 million.

The following schedule presents gross unrealized losses for AFS securities and the estimated fair value, categorized by the length of time the securities have been in an unrealized loss position:

At December 31, 2025, and 2024, the number of AFS investment securities in an unrealized loss position totaled 2,037 and 2,534, respectively.

There were no gross realized gains or losses from sales of AFS investment securities during 2025 and 2024. In 2023, gross realized gains and losses were $72 million each.

The following schedule presents interest income categorized by investment security type:

Maturities

The following schedule presents the amortized cost and weighted average yields of debt securities, categorized by the remaining contractual maturity of principal payments at December 31, 2025. The schedule does not reflect the effects of interest rate resets or fair value hedges. Additionally, the remaining contractual principal maturities shown do not represent the portfolio’s duration, as they exclude expected prepayments or amortization, which typically result in measured durations that are significantly shorter than contractual maturities.

1 The yields on tax-exempt securities are calculated on a tax-equivalent basis.

Impairment

AFS Impairment

We review our AFS securities portfolio for potential impairment on a quarterly basis, assessing each security individually. An AFS security is considered impaired when its fair value is less than its amortized cost basis as of the balance sheet date. If we either intend to sell the impaired security, or determine that it is more likely than not that we will be required to sell the security before recovering its amortized cost basis, an impairment loss is recognized through earnings by adjusting the amortized cost basis to fair value as of the reporting date.

If we have the intent and ability to hold the security, we evaluate whether any impairment is attributable to credit-related factors. This assessment includes consideration of several factors, primarily internal and external credit ratings, to determine whether the decline in fair value relative to amortized cost is due to credit deterioration or other factors. When credit impairment is identified, we measure the credit loss and record an allowance.

To measure the credit loss, we generally compare the present value of expected future cash flows to the security’s amortized cost basis. Expected cash flows incorporate assumptions related to default probabilities and loss severity, among other factors, and may include prepayment assumptions. Certain internal models may be utilized in this process. The security-specific effective interest rate is used to discount expected cash flows. If the present value of expected cash flows is less than the amortized cost basis, the shortfall is recorded as an allowance for credit loss, limited to the amount by which fair value is less than amortized cost basis (i.e., the allowance cannot reduce the carrying value below fair value).

The assumptions used to estimate expected cash flows vary depending on the asset class, structure, and credit rating of the security. Declines in fair value not reflected in the allowance for credit losses (“ACL”) are recorded in other comprehensive income, net of applicable taxes. The process, methodology, and factors considered in evaluating securities for impairment are described below. For additional information regarding the fair value measurement of investment securities, see Note 3.

No impairment losses were recognized on our AFS investment securities portfolio during 2025 and 2024. The unrealized losses primarily reflect the impact of higher interest rates subsequent to the purchase of the securities and are not attributable to credit-related factors. Accordingly, absent any future sales, we expect to recover the full principal value of these securities upon maturity. At December 31, 2025, we did not intend to sell any securities in an unrealized loss position, nor do we believe it is more likely than not that we would be required to sell such securities prior to recovering their amortized cost basis.

HTM Impairment

For HTM securities, the ACL is evaluated using the same methodology applied to loans and leases measured at amortized cost, as described in Note 6. At December 31, 2025, the ACL for HTM securities was less than $1 million. All HTM securities were assigned a credit quality rating of “Pass,” with none classified as past due.

6. LOANS, LEASES, AND ALLOWANCE FOR CREDIT LOSSES

Loans, Leases, and Loans Held for Sale

At origination, each loan is classified as either held for investment or held for sale based on our intended purpose. We may subsequently change our intent for a loan or portfolio of loans and reclassify them accordingly. Loans held for sale are carried at the lower of cost or fair value. When fair value is less than cost, a valuation allowance is established based on assessments performed at the time of reclassification and reviewed periodically thereafter. Associated gains and losses are determined as the difference between the sales proceeds and the carrying amount and are included in “Loan-related fees and income” on the consolidated statement of income.

In the ordinary course of business, we may syndicate portions of loans or transfer interests under participation agreements to manage credit risk and portfolio concentrations. We review all loan participations to confirm they meet the applicable accounting criteria to qualify for sale treatment.

We elect the fair value option for certain CRE loans designated for sale or securitization that are hedged with derivative instruments, as described further in Note 3. Gains and losses on the sale of these loans are included in “Capital markets fees” on the consolidated statement of income.

The following schedule presents our loan and lease portfolio according to major portfolio segment and specific class:

Loans and leases classified as held for investment are measured and presented at their amortized cost basis, which includes net unamortized purchase premiums, discounts, and deferred loan fees and costs totaling $61 million and $43 million at December 31, 2025, and December 31, 2024, respectively. These unamortized amounts are amortized into interest income over the life of the loan using the interest method. The amortized cost basis of the loans does not include accrued interest receivables of $276 million and $281 million at December 31, 2025, and December 31, 2024, respectively. These receivables are included in “Other assets” on the consolidated balance sheet.

Municipal loans generally include loans to state and local governments (“municipalities”), with the debt service being repaid from general funds or pledged revenues of the municipal entity, or to private commercial entities or 501(c)(3) not-for-profit entities utilizing a pass-through municipal entity to achieve favorable tax treatment.

Land acquisition and development loans included in the construction and land development loan portfolio totaled $257 million at December 31, 2025 and $260 million at December 31, 2024.

Loans with a carrying value of approximately $43.2 billion at December 31, 2025, and $40.4 billion at December 31, 2024, have been pledged at the Federal Reserve and the Federal Home Loan Bank (“FHLB”) of Des Moines as collateral for current and potential borrowings.

Loans held for sale are measured individually at fair value or the lower of cost or fair value and primarily consist of CRE loans sold into securitization entities and conforming residential mortgages generally sold to U.S. government agencies. The following schedule presents loans added to, or sold from, the held for sale category during the periods presented:

Occasionally, we have continuing involvement in sold loans through retained servicing rights or guarantees. The principal balance of loans sold for which we have retained servicing was approximately $679 million at December 31, 2025, and $615 million at December 31, 2024. Income generated from sold loans, excluding servicing, was $12 million in 2025, $8 million in 2024, and $16 million in 2023.

We evaluate loans throughout their lifecycle for indications of credit deterioration, which may affect the loan status, risk grading, and potentially the accounting for that loan. Loan status categories include accruing or nonaccruing, past due as to contractual payments, and modified. The ACL, which consists of the allowance for loan and lease losses (“ALLL”) and the reserve for unfunded lending commitments (“RULC”), represents our estimate of current expected credit losses related to the loan and lease portfolio and unfunded lending commitments as of the balance sheet date. The ACL for AFS and HTM debt securities is estimated separately from loans. For HTM securities, the ACL is estimated consistent with the approach for loans carried at amortized cost. See Note 5 for further discussion on our assessment of expected credit losses on AFS securities and disclosures related to AFS and HTM securities.

The ACL is calculated using the loan’s amortized cost basis, which includes the principal balance, net of unamortized premiums, discounts, and deferred fees and costs. We do not estimate the ACL for accrued interest receivables, as we reverse or write off uncollectible accrued interest receivable balances in a timely manner, generally within one month.

The methodologies we use to estimate the ACL depend on various factors, including the type of loan, the age and contractual term of the loan, expected payments (both contractual and estimated prepayments), credit quality indicators, economic forecasts, and the evaluation method (whether individually or collectively evaluated). Loan extensions or renewals are not considered in the ACL unless they are included in the original or modified loan contract and are not unconditionally cancellable.

Losses are charged to the ACL when recognized. Generally, commercial and CRE loans are charged off or charged down when they are determined to be uncollectible in whole or in part, or when 180 days past due, unless the loan is well secured and in process of collection. Consumer loans are either charged off or charged down to net realizable value no later than the month in which they become 180 days past due. Closed-end consumer loans that are not secured by residential real estate are either charged off or charged down to net realizable value no later than the month in which they become 120 days past due.

We establish the amount of the ACL by analyzing the portfolio at least quarterly, and we adjust the provision for loan losses and unfunded lending commitments to help maintain the ACL at an appropriate level at the balance sheet date. The ACL is determined based on our review of loans with similar risk characteristics, which are evaluated on a collective basis, as well as loans without similar risk characteristics, which are evaluated on an individual basis.

For commercial and CRE loans with commitments greater than $1 million, we assign internal risk grades using a comprehensive loan grading system based on financial and statistical models, individual credit analysis, and loan officer experience and judgment. The credit quality indicators described subsequently are based on this grading system. Estimated credit losses on all loan segments, including consumer and small commercial and CRE loans with commitments less than or equal to $1 million that are evaluated on a collective basis, are derived from statistical analyses of our historical default and loss experience since January 2008.

We estimate current expected credit losses for each loan by considering historical credit loss experience, current conditions, and reasonable and supportable forecasts about the future. We use the following two types of credit loss estimation models:

•Econometric loss models, which rely on statistical analyses of our historical loss experience, dependent on economic factors and other loan-level characteristics. Statistically relevant economic factors vary depending on the type of loan, but include variables such as unemployment, real estate price indices, energy prices, and gross domestic product. The models use multiple economic scenarios that reflect optimistic, baseline, and stressed economic conditions. The results derived using these economic scenarios are weighted to produce the credit loss estimate. Management may adjust the weights to reflect their assessment of current conditions and reasonable and supportable forecasts.

•Loss models based on our long-term average historical credit loss experience since 2008, which rely on statistical analyses of our historical loss experience, dependent upon loan-level characteristics.

Credit loss estimates for the first 12 months of a loan’s remaining life are derived using econometric loss models. Over a subsequent 12-month reversion period, we blend the estimated credit losses from the two model types on a straight-line basis. For the remaining life of the loan, the estimated credit losses are derived from the long-term average historical credit loss models.

For loans that do not share risk characteristics with other loans, we estimate lifetime expected credit losses on an individual basis. These include nonaccrual loans with a balance greater than $1 million. When a loan is individually evaluated for expected credit losses, we estimate a specific reserve for the loan based on either the projected present value of the loan’s future cash flows discounted at the loan’s effective interest rate, the observable market price of the loan, or the fair value of the loan’s underlying collateral.

When we base the specific reserve on the fair value of the loan’s underlying collateral, we generally charge off the portion of the balance that exceeds the fair value. For these loans, subsequent to the charge-off, if the fair value of the loan’s underlying collateral increases according to an updated appraisal, we establish a negative reserve up to the lesser of the amount of the charge-off or the updated fair value.

The methodologies described previously generally rely on historical loss information to help determine the quantitative portion of the ACL. We also consider other qualitative and environmental factors related to current conditions and reasonable and supportable forecasts that may indicate current expected credit losses could differ from the historical information reflected in our quantitative models. Thus, after applying historical loss experience, we review the quantitative portion of ACL for each portfolio segment. We then monitor various qualitative risk factors that influence our judgment regarding the level of the ACL across the portfolio segments. These factors primarily include:

•Actual and expected changes in international, national, regional, and local economic and business conditions and developments;

•The volume and severity of past due loans, the volume of nonaccrual loans, and the volume and severity of adversely classified or graded loans;

•Lending policies and procedures, including changes in underwriting standards and practices for collection, charge-off, and recovery;

•The experience, ability, and depth of lending management and other relevant staff;

•The nature and volume of the portfolio;

•The quality of the credit review function;

•The existence, growth, and effect of any concentration of credit;

•The effect of other external factors such as regulatory, legal, and technological environments; fiscal and monetary actions; competition; and events such as natural disasters and pandemics.

The magnitude of the impact of these factors on our qualitative assessment of the ACL changes from quarter to quarter based on management's assessment of these factors, the extent to which these factors are already reflected in quantitative loss estimates, and the extent to which changes in these factors diverge from one to another. We also consider the uncertainty and imprecision inherent in the estimation process when evaluating the ACL.

Off-balance Sheet Credit Exposures

We estimate current expected credit losses for off-balance sheet loan commitments, including letters of credit that are not unconditionally cancellable. This estimate uses the same procedures and methodologies described previously for loans and is calculated as the difference between the estimated current expected credit loss and the funded balance, if greater than zero.

Changes in the Allowance for Credit Losses

The following schedule presents a roll-forward of the ACL categorized by loan portfolio segment:

Nonaccrual Loans

Loans are generally placed on nonaccrual when the full collection of principal and interest is not expected, or when the loan is 90 days or more past due on principal or interest, unless the loan is both well secured and in the process of collection. The decision to place a loan on nonaccrual considers factors such as delinquency status, collateral valuation, the financial condition of the borrower or guarantor, bankruptcy proceedings, pending litigation, and any other indicators that create uncertainty regarding the full and timely collection of principal and interest.

A nonaccrual loan may be restored to accrual status when the following conditions are met: (1) all delinquent principal and interest are brought current in accordance with the loan agreement; (2) the loan, if secured, is well secured; (3) the borrower has made payments according to the contractual terms for a minimum of six months; and (4) an analysis of the borrower indicates a reasonable assurance of their ability and willingness to continue making payments.

The following schedule presents the amortized cost basis of loans on nonaccrual:

1 Nonaccrual loans with no allowance primarily consist of loans for which a specific reserve is estimated based on the fair value of the collateral. As a result, we generally charge off the portion of the loan balance that exceeds that fair value, and no reserve or related allowance is established for these loans.

For accruing loans, interest is accrued, and interest payments are recognized as interest income in accordance with the contractual loan agreement. For nonaccruing loans, the accrual of interest is discontinued, and any uncollected or accrued interest is promptly reversed from interest income, generally within one month. Payments received on nonaccruing loans are not recognized as interest income, but are applied to reduce the outstanding principal balance. When the collectibility of the amortized cost basis of a nonaccrual loan is no longer in doubt, interest payments may be recognized as interest income on a cash basis. During 2025 and 2024, no interest income was recognized on a cash basis while the loans were on nonaccrual.

The following schedule presents the amount of accrued interest receivables reversed from interest income categorized by loan portfolio segment during the periods presented:

Past Due Loans

Closed-end loans with monthly payments are reported as past due when the borrower is in arrears for two or more monthly payments. Similarly, open-end credits, such as bankcard and other revolving credit plans, are reported as past due when the minimum payment has not been made for two or more billing cycles. Other multi-payment obligations (e.g., quarterly, semi-annual), single payment, and demand notes are reported as past due when either principal or interest is due and unpaid for 30 days or more.

The following schedules present loans categorized by their past-due or delinquency status:

1 Represents nonaccrual loans that are not past due more than 30 days; however, full payment of principal and interest is not expected.

Credit Quality Indicators

In addition to the nonaccrual and past due criteria, we also analyze loans using loan risk-grading systems, which vary based on the size and type of credit risk exposure. The internal risk grades assigned to loans follow our definitions of Pass, Special Mention, Substandard, and Doubtful, which align with published regulatory risk classifications.

Definitions of Pass, Special Mention, Substandard, and Doubtful are summarized as follows:

•Pass —A Pass asset is higher-quality and does not fit any of the other categories described below. The likelihood of loss is considered low.

•Special Mention —A Special Mention asset has potential weaknesses that warrant management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or our credit position at some future date.

•Substandard —A Substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or the collateral pledged, if any. Assets classified as Substandard have well-defined weaknesses and are characterized by the distinct possibility that we may sustain some loss if deficiencies are not corrected.

•Doubtful —A Doubtful asset has all the weaknesses inherent in a Substandard asset, with the added characteristics that the weaknesses make collection or liquidation in full highly questionable and improbable.

There wereno loans classified as Doubtful at December 31, 2025, compared with $14 million at December 31, 2024.

For commercial and CRE loans with commitments greater than $1 million, we assign one of multiple grades within the Pass classification or one of the previously described risk classifications. We assess our internal risk grades quarterly, or as soon as we identify information that affects the credit risk of the loan.

For consumer loans and for commercial and CRE loans with commitments of $1 million or less, we generally assign internal risk grades similar to those previously described based on automated rules that consider refreshed credit scores, payment performance, and other risk indicators. These loans are generally assigned either a Pass, Special Mention, or Substandard grade, and are reviewed as we identify information that might warrant a grade change.

The following schedules present the amortized cost of loans and leases by vintage year—that is, the year of origination or, when applicable, the year of the most recent renewal, extension, or modification that resets the loan's vintage. The schedules also present these balances by the credit quality classifications used by management in monitoring portfolio risk.

The following schedules present gross charge-offs categorized by year of loan origination for the periods presented:

Loan Modifications

Loans may be modified in the normal course of business for competitive reasons or to strengthen our collateral position. Modifications may also occur when the borrower experiences financial difficulty and requires temporary or permanent relief from the original contractual terms. For loans modified due to a borrower experiencing financial difficulty, we apply the same credit loss estimation methods used for the rest of the loan portfolio. These methods incorporate the post-modification loan terms, as well as defaults and charge-offs associated with historically modified loans. All nonaccruing loans greater than $1 million are evaluated individually, regardless of the type of modification.

We generally consider a borrower to be experiencing financial difficulty when available information indicates the borrower is unlikely to meet its contractual obligations without a modification of the loan terms. Indicators include actual or probable payment default; bankruptcy or the likelihood thereof; substantial doubt about the borrower’s ability to continue as a going concern; insufficient expected cash flows to service debt; or an inability to obtain financing at market terms. A borrower is also considered to be experiencing financial difficulty when repayment is dependent on support from a sponsor or guarantor. Additional indicators may include liquidity constraints, declining collateral values, failure to meet loan covenants, adverse industry changes, and sustained deterioration in financial performance.

In determining whether to agree to a loan modification, our objective is to minimize potential loss while helping the borrower. The evaluation includes the borrowers’ current and forecasted future cash flows, their ability and willingness to make current contractual or proposed modified payments, the value of the underlying collateral (if applicable), the possibility of obtaining additional sponsors or guarantees, and the potential costs related to a repossession or foreclosure and the subsequent sale of the collateral.

A modified loan on nonaccrual will generally remain on nonaccrual until the borrower has demonstrated the ability to perform under the modified terms for a minimum of six months, and there is evidence that such payments can and are likely to continue as agreed. Performance prior to the modification, or significant events that coincide with the modification, are considered in assessing whether the borrower can meet the new terms and may result in the loan being returned to accrual at the time of modification or after a shorter performance period. If the borrower’s ability to meet the revised payment schedule is uncertain, the loan remains on nonaccrual.

On an ongoing basis, we monitor the performance of all modified loans in accordance with their modified terms. For the twelve months ended December 31, 2025, the amortized cost of modified loans that experienced a payment default within 12 months of modification and remained in default at period end was approximately $6 million. For the twelve months ended December 31, 2024, the corresponding amount was $1 million, respectively.

The following schedule presents the amortized cost of loans to borrowers experiencing financial difficulty that were modified during the period, categorized by loan class and modification type:

1 Includes modifications resulting from combinations of interest rate reductions, maturity or term extensions, principal forgiveness, and payment deferrals. At December 31, 2025 and 2024, $30 million and $185 million, respectively, classified within multiple modification types included both interest rate reductions and maturity or term extensions.

2 Unfunded lending commitments related to loans modified to borrowers experiencing financial difficulty totaled $33 million and $11 million at December 31, 2025 and 2024, respectively.

3 Amounts less than 0.05% are rounded to zero.

The following schedule presents the financial impact of loan modifications to borrowers experiencing financial difficulty during the twelve months ended December 31, 2025 and 2024:

1 Primarily relates to a small number of loans within each respective loan class.

Loan modifications to borrowers experiencing financial difficulty during the twelve months ended December 31, 2025 and 2024, resulted inno principal forgiveness in 2025 and less than $1 million of principal forgiveness in 2024 for the total loan portfolio.

The following schedule presents the aging of loans to borrowers experiencing financial difficulty that were modified on or after January 1, 2025 through December 31, 2025, categorized by portfolio segment and loan class.

The following schedule presents the aging of loans to borrowers experiencing financial difficulty that were modified on or after January 1, 2024 through December 31, 2024, categorized by portfolio segment and loan class.

Collateral-dependent Loans

When a loan is individually evaluated for expected credit losses, we estimate a specific reserve for the loan based on (1) the projected present value of the loan’s future cash flows discounted at the loan’s effective interest rate, (2) the observable market price of the loan, or (3) the fair value of the loan’s underlying collateral.

Select information on loans for which the borrower is experiencing financial difficulty and repayment is expected to be provided substantially through the operation or sale of the underlying collateral, including the type of collateral and the extent to which the collateral secures the loans, is summarized as follows:

1 The fair value is based on the most recent appraisal or other collateral evaluation.

Foreclosed Residential Real Estate

The balance of foreclosed residential real estate property was $1 million at December 31, 2025, compared with less than $1 million at December 31, 2024. The amortized cost basis of consumer mortgage loans collateralized by residential real estate property that were in the process of foreclosure was $20 million and $14 million for the same periods, respectively.

7. DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Objectives and Strategy

We utilize derivative instruments—including interest rate swaps, futures, options, foreign exchange and commodity contracts, credit derivatives, and various customer-facing products—to manage interest rate, foreign exchange, commodity, credit, and other market risks. Our objective is to reduce volatility in interest income, interest expense, earnings, and capital. These instruments enable us to adjust the sensitivity of our assets and liabilities to changes in market rates and other market conditions. We also offer derivatives to customers to support their risk management needs, with the related exposures generally offset through dealer or clearing house transactions. We do not use derivatives for speculative purposes.

Accounting for Derivatives

All derivatives are measured at fair value and included in “Other assets” or “Other liabilities” on the consolidated balance sheet. We have executed International Swaps and Derivatives Association, Inc. (“ISDA”) master netting agreements, or similar arrangements, with substantially all of our derivative counterparties. These agreements provide rights of offset for derivative assets and liabilities, as well as the ability to liquidate collateral, in the event of counterparty default or other specified circumstances.

For balance sheet presentation purposes, derivatives are reported on a gross fair value basis, even when legally enforceable netting agreements are in place. Related cash flows are classified as operating activities within the consolidated statement of cash flows unless a derivative instrument contains an other-than-insignificant financing element at inception. In such cases, the cash flows are classified as financing activities. For more discussion of the methodologies used to estimate the fair values of derivatives, see Note 3.

The accounting treatment for changes in derivative fair values depends on their intended use and designation under applicable accounting standards. For derivatives used to manage interest rate risk, including those in qualifying hedging relationships, gains and losses are recognized in interest income or interest expense within the same income statement line item as the hedged item or transaction. Changes in the fair values of customer-facing derivatives, the corresponding offsetting derivatives, and other derivatives used in risk-management activities that do not qualify for hedge accounting are recorded in current-period earnings within noninterest income or noninterest expense.

Derivatives Designated in Qualifying Hedging Relationships

To qualify for hedge accounting, a derivative must be highly effective in reducing the designated risk, and the hedging relationship must be formally documented at inception. Formal documentation includes identification of the hedging instrument and the hedged item, the risk management objective and strategy, and the methodology for assessing hedge effectiveness both initially and on an ongoing basis. We primarily use regression analysis to assess effectiveness, comparing changes in the fair value or cash flows of the derivative to those of the hedged item or transactions for the specified risk.

If a hedge ceases to be highly effective, hedge accounting is discontinued, and subsequent changes in the derivative’s fair value are recognized in current-period earnings. For discontinued fair value hedges, any remaining basis adjustments to the hedged item are amortized into interest income or interest expense over the item's remaining life. For discontinued cash flow hedges, amounts deferred in AOCI are reclassified into earnings over the originally designated hedge term unless it becomes probable that the forecasted transactions will not occur, in which case the deferred amounts are immediately reclassified into earnings.

Fair Value Hedges —We use interest rate swaps to hedge changes in the fair value of fixed‑rate assets and liabilities attributable to benchmark interest rate risk, effectively converting those exposures to floating rates. At December 31, 2025, all fair value hedges designate the Secured Overnight Financing Rate (“SOFR”) benchmark component of contractual coupon cash flows as the hedged risk. The swaps are structured so that their critical terms align with those of the hedged items, supporting hedge effectiveness. For qualifying fair value hedges, changes in the fair value of both the derivative and the hedged item attributable to the hedged risk are recognized in current‑period earnings, with the resulting adjustment to the hedged item recorded as a basis adjustment to its carrying amount.

•Fair Value Hedges of Liabilities — We designate interest rate swaps as fair value hedges of fixed‑rate long‑term debt, with changes in the fair value of the swaps generally offsetting changes in the fair value of the hedged debt. We also continue to amortize the basis adjustments associated with a previously terminated fair value hedge that matures in 2029. For additional information, see Note 13.

•Fair Value Hedges of Assets— We designate interest rate swaps as fair value hedges of fixed-rate commercial loans and AFS securities, utilizing both the portfolio layer method (ASU 2022-01) and specific-identification strategies. Changes in the fair value of the related swaps generally offset changes in the fair value of the hedged assets.

Cash Flow Hedges— We use interest rate derivatives to mitigate variability in expected future cash flows associated with forecasted transactions, including interest receipts on floating‑rate commercial loans and interest payments on floating‑rate debt. For qualifying cash flow hedges, changes in the fair value of the hedging instrument are deferred in AOCI until the hedged transactions affect earnings. Ineffectiveness in cash flow hedges is not measured or separately disclosed. Net losses deferred in AOCI from previously terminated cash flow hedges continue to be amortized into interest income on a straight-line basis through the hedges’ original maturity dates, provided the forecasted transactions remain probable.

Collateral and Credit Risk

Credit risk on derivatives arises from the potential for counterparty nonperformance. We mitigate this risk by centrally clearing eligible derivatives and transacting with well-capitalized financial institutions. For non-cleared derivatives, we use ISDA master agreements with Credit Support Annexes (“CSA”) that define eligible collateral types and margin requirements. Collateral and exposure levels are monitored daily. At December 31, 2025, all variation margin posted or received under CSA collateral terms was in cash. We pledged approximately $20 million in cash collateral for variation margin and $200 million in U.S. Treasuries to satisfy initial margin requirements with certain dealer counterparties and central clearing houses. Credit risk on customer-related positions is managed through underwriting, collateral sharing, guarantees, and credit limits. No significant derivative-related losses due to counterparty default occurred during 2025. We measure counterparty credit risk by calculating and incorporating a CVA in the fair values of our derivatives. CVA reflects the value of nonperformance risk for both our counterparties and the Bank. Periodic changes in CVA are recognized in current-period earnings in “Capital markets fees and income” on the consolidated statement of income.

Certain derivative contracts contain credit risk-related contingent features, such as the minimum credit rating requirements. If such a feature were triggered, additional collateral may be required; however, counterparties have not always demanded additional collateral when permitted to do so historically. If our credit rating had been downgraded one notch by Standard and Poor’s (“S&P”) or Moody’s at December 31, 2025, it is unlikely that additional collateral would have been required to be pledged. Centrally cleared derivatives do not have credit risk-related features that require additional collateral in the event of a credit rating downgrade.

Derivative Notional Amounts and Gross Fair Values

The following schedule presents derivative notional amounts and recorded gross fair values at December 31, 2025 and 2024:

1 Includes forward-starting swaps that are not yet effective.

2 Notional amounts and fair values for derivatives that are not designated as accounting hedges include both the customer-facing derivatives the Bank executes to assist customers in managing their risks and the offsetting dealer-facing derivatives that economically mirror the corresponding customer transactions to mitigate the Bank's exposure.

3 Includes both spot and forward FX trades.

4 Other interest rate derivatives at December 31, 2025 include certain short-dated interest rate futures used as economic hedges of floating-rate loans that are not designated as hedges for accounting purposes.

Hedge Accounting Gains/Losses Recognized in Earnings and Deferred in AOCI

The following schedules present the gains and losses from derivative instruments designated as cash flow and fair value hedges, either deferred in AOCI or recognized in earnings for years ended December 31, 2025 and 2024:

1 For the 12 months following December 31, 2025, we estimate that approximately $29 million of net losses from both active and terminated cash flow hedges will be reclassified from AOCI into interest income, compared with an estimate of$63 million at December 31, 2024. At December 31, 2025, approximately$37 millionin losses related to terminated cash flow hedges remained deferred in AOCI, which are expected to be fully reclassified into earnings by October 2027.

2 We recorded cumulative unamortized basis adjustments from terminated fair value hedges of debt totaling $32 million and $39 million at December 31, 2025 and 2024, respectively. Additionally, we had $3 million of cumulative unamortized basis adjustments from terminated fair value hedges of assets at both December 31, 2025 and 2024. Interest on fair value hedges presented above includes the amortization of the remaining unamortized basis adjustments.

Gains/Losses Recognized in Earnings from Derivatives Not Designated as Accounting Hedges

The following schedule presents the amount of gains (losses) recognized in “Capital markets fees and income” under noninterest income from derivatives not designated as accounting hedges:

1 This line also includes gains and losses from mortgage derivatives that were recorded in “Loan-related fees and income” under noninterest income.

Fair Value Hedges and Hedged Items Gains/Losses

The following schedule presents derivatives used in fair value hedge accounting relationships, including the pre-tax gains and losses recorded on both the derivatives and the corresponding hedged item for the periods presented:

1 Includes hedges of benchmark interest rate risk for fixed-rate long-term debt, AFS securities, and commercial loans. Gains and losses were recorded in interest expense or income consistent with the hedged items.

2 The income/expense for derivatives does not reflect interest income/expense from periodic accruals and payments to be consistent with the presentation of the gains/(losses) on the hedged items.

Fair Value Hedges and Basis Adjustments

The following schedule presents information regarding basis adjustments for hedged items in fair value hedging relationships:

1 Carrying amounts exclude (1) issuance and purchase discounts or premiums, (2) unamortized issuance and acquisition costs, and (3) amounts related to terminated fair value hedges.

2 Hedged items include defined portfolios of AFS securities and commercial loans, as well as specifically identified AFS securities. The related basis adjustments were recorded in the same balance-sheet lines as the associated hedged assets. At December 31, 2025, the amortized cost basis of assets designated under the portfolio layer method was $9.6 billion. The cumulative basis adjustment associated with these hedging relationships was $29 million, and the notional amounts of the designated hedging instruments totaled $5.7 billion.

8. LEASES

We have operating and finance leases for branches, data centers, and corporate offices, including our headquarters in Salt Lake City, Utah. At December 31, 2025, we had 407 branches, with 278 owned and 129 leased. The remaining maturities of our lease commitments range from the year 2026 to 2062, with some lease arrangements including options to extend or terminate the leases.

Leases with terms longer than twelve months are reported as a lease liability with a corresponding right-of-use (“ROU”) asset. ROU assets for operating leases and finance leases are included in “Other assets” and “Premises, equipment and software, net” on the consolidated balance sheet, respectively. The corresponding liabilities for those leases are included in “Other liabilities” and “Long-term debt,” respectively.

ROU assets and related lease liabilities represent the present value of the future minimum lease payments over the lease term as of the lease commencement date. Since most of our leases do not specify an implicit rate, we use our secured incremental borrowing rate, which is commensurate with the lease term, to calculate the present value of future payments. The ROU asset also includes lease prepayments, initial direct costs, amortization, and certain nonlease components such as maintenance, utilities, and tax payments. Our lease terms incorporate options to extend or terminate the lease when it is reasonably certain that such options will be exercised.

The following schedule presents ROU assets and lease liabilities with the associated weighted average remaining life and discount rate:

The following schedule presents additional information related to lease expense:

1 Other expenses primarily include property taxes and building and property maintenance.

The following schedule presents the total contractual undiscounted lease payments for operating lease liabilities by expected due date for each of the next five years:

We enter into certain lease agreements where we are the lessor of real estate, including bank-owned and subleased properties, to generate cash flow. This activity includes leasing vacant suites within buildings that we partially occupy. Operating lease income totaled$15 million, $13 million, and $14 million in 2025, 2024, and 2023, respectively.

At December 31, 2025 and 2024, we originated equipment leases classified as sales-type or direct-financing leases totaling$367 million and $377 million, respectively. Income from these leases was$19 million, $18 million, and $16 million during 2025, 2024, and 2023, respectively.

9. PREMISES, EQUIPMENT, AND SOFTWARE

Premises, equipment, and software are recorded at cost and presented net of accumulated depreciation and amortization. Depreciation is calculated primarily using the straight-line method and is allocated to operations over the estimated useful lives of the assets— generally 25 to 40 years for buildings, three to 10 years for furniture and equipment, andthree to 10 years for software, including capitalized technology initiative costs. Leasehold improvements are amortized over the shorter of the lease term (including any reasonably certain extension options) or the estimated useful life of the improvements. All premises, equipment, and software are evaluated periodically for impairment.

The following schedule presents the components of our premises, equipment, and software, including the related accumulated depreciation and amortization:

1 Totals for 2025 and 2024 include $91 million and $51 million, respectively, of capitalized costs that are not yet subject to depreciation because the related assets have not been placed in service.

10. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill is recognized upon the completion of a business combination as the excess of the purchase price over the fair value of the identifiable net assets acquired. We evaluate goodwill for impairment annually as of October 1, or more frequently if events or circumstances suggest that the carrying amount may exceed its fair value.

As part of this process, we may elect to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If this assessment indicates a potential impairment, we then perform a quantitative analysis to measure the amount of any impairment. When the fair value of a reporting unit is below its carrying amount, an impairment loss is recognized for the difference.

During the fourth quarter of 2025, we completed our annual goodwill impairment analysis using a qualitative approach. Based on this evaluation, we concluded that no impairment of goodwill existed for our reporting units.

The following schedule presents the carrying amount of goodwill allocated to our operating segments with goodwill, along with the carrying values of our core deposit and other intangible assets, net of related accumulated amortization:

The increases in goodwill and in core deposit and other intangibles at CB&T was due to the purchase offour FirstBank Coachella Valley, California branches in late March 2025.

11. DEPOSITS

The following schedule presents the composition of our deposits:

The following schedule presents the aggregate amount of all time deposits by maturity at December 31, 2025:

The following schedule presents the amount of time deposits that exceed $250,000 by scheduled maturity at December 31, 2025:

Deposit overdrafts reclassified as loans totaled $11 million and $8 million at December 31, 2025 and 2024, respectively.

12. SHORT-TERM BORROWINGS

The following schedule presents selected information for FHLB advances and other short-term borrowings:

We pledge loans and investment securities as collateral to support both current and potential borrowings. We may borrow from the FHLB under lines of credit secured through blanket pledge arrangements. We maintain collateral with carrying amounts adjusted for the types of collateral pledged, ensuring they equal at least 100% of outstanding advances. Additionally, we may borrow from the Federal Reserve Board (“FRB”) based on the amount of collateral we have pledged.

A significant portion of the assets pledged to the FHLB and FRB are unencumbered, but are pledged to provide immediate access to contingency funding sources. At December 31, 2025, our unused borrowing capacity under FHLB and FRB collateralized arrangements was$15.4 billion and $18.4 billion, respectively, compared with $12.0 billion and $17.7 billion at December 31, 2024.

Federal funds purchased and securities sold under repurchase agreements generally have maturities of less than 30 days. We enter into overnight repurchase agreements with sweep accounts under a master repurchase agreement structure. In these arrangements, securities under our control are pledged, and interest is paid on customers’ collected account balances. For nonsweep overnight and term repurchase agreements, securities are delivered to the applicable counterparties, who in certain instances, have the contractual right to sell or repledge the collateral. At December 31, 2025, nearly all outstanding security repurchase agreements were overnight term transactions.

13. LONG-TERM DEBT

The following schedule presents the components of our long-term debt:

Long-term debt carrying values include the par value of the debt, adjusted for unamortized premiums or discounts, unamortized debt issuance costs, and fair value hedge basis adjustments. The increase in long-term debt from the prior year was primarily due to the issuance of $500 million in 4.70% Fixed-to-Floating Senior Notes with a maturity date of August 18, 2028, during the third quarter of 2025.

During the fourth quarter of 2024, we entered into a receive-fixed interest rate swap designated as a hedge of the $500 million subordinated notes maturing in November 2035. In 2023, we terminated a receive-fixed interest rate swap that had been designated as a hedge of the $500 million subordinated notes maturing in October 2029. The remaining unamortized hedge basis adjustment from the terminated hedging relationship continues to be amortized into earnings through the contractual maturity of the hedged notes. The carrying values include any unamortized hedge basis adjustments. For additional information on derivatives designated as qualifying hedges, see Note 7.

Subordinated Notes

The following schedule presents our subordinated notes outstanding at December 31, 2025:

Senior Notes

The following schedule presents our senior notes outstanding at December 31, 2025:

On February 4, 2026, we issued $500 million of 4.48% Fixed-to-Floating Senior Notes, maturing on February 9, 2029. These notes are unsecured, with interest payable semi-annually during the fixed-rate period; the earliest redemption date for these notes is February 9, 2028, after which the interest rate changes to an annual floating rate equal to compounded SOFR +1.06%, payable quarterly.

Maturities of Long-term Debt

The following schedule presents the carrying value of our long-term debt by maturity for each of the next five years:

14. SHAREHOLDERS’ EQUITY

Preferred Stock

Our preferred stock is listed on the National Association of Securities Dealers Automated Quotations (“NASDAQ”) Global Select Market under the ticker symbol “ZIONP.” We have 4.4 million authorized shares of preferred stock, without par value, each carrying a liquidation preference of $1,000 per share, or $25 per depositary share. All preferred shares have been issued in the form of depositary shares, with each depositary share representing a 1/40 thinterest in a share of preferred stock. All outstanding preferred shares are registered with the Securities and Exchange Commission (“SEC”).

Preferred shareholders generally have priority over common shareholders with respect to asset distributions; however, their voting rights are limited. Preferred dividends, which reduce earnings applicable to common shareholders, are payable on the 15th day of the months indicated in the accompanying schedule, subject to approval by our Board of Directors.

The preferred shares are redeemable at our option after the expiration of any applicable redemption restrictions. The redemption price equals the per-share liquidation preference plus any declared but unpaid dividends. Any redemption is subject to applicable regulatory requirements, including the requirement to remain well capitalized.

The following schedule presents the components of our preferred stock:

At December 31, 2025,66,139 shares of Series A preferred stock were outstanding. In December 2024, we completed the full redemption of all outstanding shares of Series G, I, and J preferred stock. The redemption resulted in a one-time reduction to net earnings applicable to common shareholders of approximately $6 million, reflecting the recognition of previously capitalized preferred stock issuance costs.

Common Stock

Our common stock is listed on the NASDAQ Global Select Market under the ticker symbol “ZION.” At December 31, 2025, we had 147.7 million shares of common stock outstanding, each with a par value of $0.001. The combined balance of common stock and additional paid-in-capital totaled$1.7 billion at December 31, 2025, representing a decrease of $11 million, or 1%, from the prior year.

We publicly announced share repurchase plans in February of both 2025 and 2024, authorizing up to $40 million and $35 million, respectively. In each year, all repurchases were completed in the first quarter, and any additional repurchases were limited to shares acquired solely under our stock compensation plan.

The following schedule summarizes our share repurchases for the periods presented:

In January 2026, we publicly announced a plan to repurchase up to $75 million of common shares outstanding during the first quarter of 2026.

Accumulated Other Comprehensive Income

At December 31, 2025, the AOCI balance reflected a net loss of $1.9 billion, primarily attributable to a decline in the fair value of fixed-rate AFS securities driven by changes in interest rates. This amount includes$1.6 billion ($1.2 billion after tax) of unrealized losses associated with securities previously transferred from AFS to HTM. Compared with December 31, 2024, AOCI improved $439 million.

The following schedule presents the changes in AOCI:

Deferred Compensation

Deferred compensation consists of invested assets—including shares of our common stock—held in rabbi trusts for certain employees and directors. The fair value of our common stock held in the trusts was approximately$24 million and$19 million at December 31, 2025 and 2024, respectively. We consolidate the assets and liabilities of the rabbi trusts and include them in “Other assets” and “Other liabilities” on the consolidated balance sheet. At December 31, 2025 and 2024, trust assets totaled approximately$154 million and$149 million, and trust liabilities totaled approximately$178 million and $168 million, respectively.

15. REGULATORY MATTERS

We are subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet these requirements can initiate certain mandatory, and possibly additional discretionary, regulatory actions that could materially impact our financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must maintain specific quantitative measures of capital relative to our assets, liabilities, and certain off-balance sheet exposures, as calculated under regulatory accounting standards. These measures include minimum amounts and ratios for common equity Tier 1 (“CET1”) to risk-weighted assets, Tier 1 capital, total capital, and Tier 1 capital to average assets (Tier 1 leverage ratio). At December 31, 2025 and 2024, we met all capital requirements under the Basel III capital rules.

Regulatory capital guidelines also establish “well-capitalized” thresholds as benchmarks for evaluating capital strength. At December 31, 2025 and 2024, all of our capital amounts and ratios exceeded the well-capitalized levels under the prompt corrective action framework.

Dividends declared by us may not exceed specified regulatory criteria unless otherwise approved by our regulators. In determining dividend levels, we consider current and historical earnings, retained earnings, and applicable risk-based and other regulatory capital requirements and limitations.

Our internal stress tests are designed to comprehensively evaluate the risks to which we are exposed, the potential losses under adverse scenarios, and the resulting impact on our capital levels. These stress tests subject our balance sheet and other risk characteristics to rigorous analysis using internal models.

The following schedule presents our capital amounts and ratios and the minimum requirements to be well capitalized under Basel III at December 31, 2025 and 2024:

The Basel III capital rules require us to maintain certain minimum capital ratios, as well as a 2.5% “capital conservation buffer,” designed to absorb losses during periods of economic stress. This buffer is composed entirely of CET1. The following schedule presents the minimum capital ratios and capital conservation buffer requirements, compared with our capital ratios at December 31, 2025:

Financial institutions with a CET1 to risk-weighted assets ratio above the minimum, but below the capital conservation buffer, face constraints on dividends, equity repurchases, and compensation based on the amount of the shortfall. Our internal triggers and limits, both under actual conditions and baseline projections, are more stringent than the capital conservation buffer requirements.

16. COMMITMENTS, GUARANTEES, CONTINGENT LIABILITIES, AND RELATED PARTIES

Commitments and Guarantees

We utilize various financial instruments, including loan commitments, commercial letters of credit, and standby letters of credit, to support our customers’ financing needs. These instruments expose us to varying degrees of credit, liquidity, and interest rate risk that are not fully reflected on the consolidated balance sheet. The associated credit risk is evaluated and recorded as a reserve for unfunded lending commitments, which is presented separately on the consolidated balance sheet.

The following schedule presents the contractual amounts related to off-balance sheet financial instruments used to support our customers’ financing needs:

1 Net of participations.

Loan commitments are agreements to extend credit to customers subject to specified conditions. These commitments generally have fixed expiration dates or other termination provisions and may require the payment of a fee. The amount of collateral obtained, if deemed necessary at the time the credit is extended, is based on our initial credit evaluation of the counterparty. Collateral types vary and may include accounts receivable, inventory, property, plant and equipment, and income-producing properties.

While loan commitments exposes us to credit risk, a significant portion is expected to expire without being drawn. At December 31, 2025, we had $8.2 billion of commitments scheduled to expire in 2026. We apply the same credit policies and procedures to loan commitments and other off-balance sheet obligations as we do to on-balance sheet instruments, including credit approvals, limits, and ongoing monitoring.

We issue standby and commercial letters of credit as conditional commitments to guarantee a customer's performance to a third party. These guarantees primarily support public and private borrowing arrangements, such as commercial paper programs, bond financing, and similar transactions. At December 31, 2025, standby letters of credit totaled $931 million, all of which are scheduled to expire in 2026. The credit risk associated with issuing letters of credit is comparable to that of extending loans to customers, and we typically hold marketable securities and cash equivalents as collateral.

Certain mortgage loans sold include limited recourse provisions for periods ranging from three months toone year. Losses arising from the exercise of these provisions have not been significant.

Legal Matters

We are involved in various legal proceedings or governmental inquiries, which may include litigation in court, arbitration, investigations, examinations, and other actions initiated or considered by governmental and self-regulatory agencies. These matters may relate to lending, deposit, and other customer relationships; supplier and contractual issues; employee matters; intellectual property disputes; personal injury and other tort claims; and regulatory or legal compliance issues. While many of these matters involve individual claims, we are also subject to putative class action claims and other broader claims.

Governmental and self-regulatory proceedings, investigations, examinations, and related actions may concern our banking, investment advisory, trust, securities, and other products and services; our customers’ involvement in money laundering, fraud, securities violations, and other illicit activities; or our policies and practices regarding such customer activities. They may also involve our compliance with the wide range of applicable banking, securities, and other laws and regulations. At any given time, we may be responding to subpoenas and requests for documents, data, or testimony and engaging in discussions to address or resolve these matters.

At December 31, 2025, we were subject to the following significant litigation:

•Two civil cases, Lifescan Inc. and Johnson & Johnson Health Care Services v. Jeffrey C. Smith, et. al., brought against us in the United States District Court for the District of New Jersey in December 2017, and Roche Diagnostics and Roche Diabetes Care Inc. v. Jeffrey C. Smith, et. al., brought against us in the United States District Court for the District of New Jersey in March 2019. In these cases, certain manufacturers and distributors of medical products seek to hold us liable for allegedly fraudulent practices of a borrower of the Bank who filed for bankruptcy protection in 2017. Discovery is substantially complete for most parties. However, final rulings on certain dispositive motions remain outstanding, and other dispositive motions have yet to be filed or ruled upon. Both cases have been set for trial in April 2027.

Based on our current knowledge, we believe that the estimated liabilities for litigation and other legal actions and claims, as reflected in our accruals and determined in accordance with applicable accounting guidance, are adequate. We also currently believe that any liabilities in excess of the amounts accrued, if any, arising from litigation and other legal actions and claims for which a loss is estimable, would not have a significant impact on our financial condition, results of operations, or cash flows. However, given the substantial uncertainties inherent in these matters—and the potentially significant or indeterminate damages sought in some cases—an unfavorable outcome could affect our financial condition, results of operations, or cash flows in a particular reporting period.

The process of estimating and assessing potential outcomes associated with litigation, arbitration, governmental or self-regulatory examinations, investigations, or similar matters is inherently uncertain and requires significant judgment. This uncertainty is especially pronounced in the early stages of a legal matter, when legal issues and relevant facts have not yet been fully developed, analyzed, or tested through discovery, trial or hearing preparation, substantive mediation or settlement discussions, or other procedural milestones. It is also especially relevant for class actions or other multi-party claims; matters involving complex procedural or substantive issues or novel legal theories; and examinations, investigations, or other actions initiated by governmental and self-regulatory agencies, where traditional adjudicative processes may not apply.

As a result, we are often unable to determine whether the likelihood of a favorable or unfavorable outcome is remote, reasonably likely, or probable—or to estimate the amount or range of a probable or reasonably possible loss—until relatively late in the life cycle of a legal matter, and in some cases not until a several years have passed. Our assessments relating to these currently inestimable claims will evolve as developments occur, and actual outcomes may significantly differ from our estimates over time.

Related Party Transactions

We have no related party transactions requiring disclosure under applicable accounting guidance. In the ordinary course of business, we extend credit to related parties, including executive officers, directors, principal shareholders, and their associates and related interests. These related party loans are made in compliance with applicable banking regulations.

17. REVENUE FROM CONTRACTS WITH CUSTOMERS

Revenue from contracts with customers, including noninterest income within the scope of the applicable accounting guidance, is recognized when control of the promised goods or services is transferred to the customer. Revenue is measured at an amount that reflects the consideration we expect to be entitled in exchange for those goods or services. Incremental costs of obtaining a contract are expensed as incurred when the related amortization period is one year or less.

For performance obligations satisfied over time, when we have a right to consideration from a customer that directly corresponds with the value of services provided to date, revenue is generally recognized based on the amount we are entitled to invoice. We typically do not disclose information regarding remaining performance obligations when such obligations have an original expected duration of one year or less, or when revenue is recognized based on the invoiced amount.

The following describes our revenue from contracts with customers:

Commercial Account Fees

Commercial account fee income primarily includes account analysis fees, merchant services fees, and payroll services income. Revenue is recognized as services are performed or upon their completion.

Card Fees

Card fee income primarily includes interchange fees from credit and debit card transactions, net fees from merchant card processing, and automated teller machine (“ATM”) service fees. Revenue from card fees is recognized as earned.

Retail and Business Banking Fees

Retail and business banking fees relate to deposit account services provided to customers. These fees primarily include insufficient funds fees, noncustomer ATM charges, and various other deposit account-related fees. Service charges on deposit accounts include fees earned in lieu of compensating balances, as well as fees for cash management and other deposit-related services. Service charge revenue is recognized over the period in which the related services are provided. Treasury management fees are billed monthly based on services rendered during the month.

Capital Markets Fees and Income

Capital markets fees and income primarily include fees from municipal advisory services, securities underwriting, and investment banking advisory services. Revenue is recognized either as the related services are provided or upon completion of the engagement. Income related to loan syndications, loan sales, and derivative instruments (including client interest rate swaps and foreign currency transactions) is accounted for under separate accounting guidance. For more information on loan and derivative income recognition, see Notes 6 and 7, respectively.

Wealth Management Fees

Wealth management fees primarily consist of commissions and other portfolio and advisory service fees. Revenue is recognized as services are rendered or upon completion. Financial planning, fiduciary, and estate services may involve performance obligations extending beyond 12 months; however, the amount of related future obligations is not significant.

Other Customer-related Fees

Other customer-related fees generally include income sources such as compliance and support services to pharmacies and healthcare providers, corporate trust fees, advisory and referral fees, and fees for claims and inventory management services provided to certain customers. Revenue is recognized as services are performed or upon completion.

Disaggregation of Revenue

The following schedule presents revenue from contracts with customers disaggregated by operating segment and reconciles those amounts to total noninterest income. Customer-related noninterest income from other sources represents revenue earned from customers that falls outside the scope of the applicable accounting guidance for revenue from contracts with customers.

1 Card fees exclude costs associated with reward programs that are netted against interchange fees, as these costs fall outside the scope of the applicable accounting guidance for revenue from contracts with customers.

2 Capital markets fees and income exclude revenue related to real estate capital markets, swaps, loan syndications, foreign exchange activities, and the net CVA, as these items are not within the scope of applicable accounting guidance for revenue from contracts with customers.

Revenue from contracts with customers did not result in significant contract assets or contract liabilities. Contract receivables are included in “Other assets” on the consolidated balance sheet. Although payment terms vary based on the nature of the services provided, the interval between satisfying performance obligations and receiving payment is generally short and not considered significant.

18. RETIREMENT PLANS

Defined Contribution Plan

We offer a 401(k) and employee stock ownership plan that allows employees to select from a variety of investment options. Employees may contribute up to 80% of their earnings, subject to the annual Internal Revenue Service (“IRS”) contribution limits. We match 100% of the first 3% of employee contributions and 50% of the next 3%. Matching contributions totaled $35 million in each of 2025, 2024, and 2023.

The 401(k) plan also includes a discretionary, noncontributory profit-sharing component that may range from 0% to 3.5% of eligible compensation, based on our performance in accordance with a formula approved annually by the Board. Profit-sharing expense totaled $17 million, $14 million, and $16 million for 2025, 2024, and 2023, respectively. Profit-sharing contributions to participants were made in the form of shares of our common stock purchased in the open market.

Defined Benefit Plans

Supplemental Retirement Plans — These unfunded, nonqualified plans cover certain current and former employees. Each year, we make contributions to the plans in amounts sufficient to satisfy benefit payments due to participants. Our liability for these plans was approximately $8 million and $9 million at December 31, 2025 and 2024, respectively.

Post-retirement Plan — This unfunded health care and life insurance plan provides post-retirement benefits to certain former full-time employees who meet specified age and service requirements. Our contribution toward retiree medical premiums has been permanently capped at a fixed amount that will not increase in future years. Annual contributions are made in amounts sufficient to cover the portion of premiums for which we are responsible. Our liability for this plan was less than $1 million at both December 31, 2025 and 2024. The liabilities associated with supplemental retirement and post-retirement benefits are included in “Other liabilities” on the consolidated balance sheet.

19. SHARE-BASED COMPENSATION

We maintain a share-based compensation incentive plan that authorizes the granting of stock options, restricted stock, restricted stock units (“RSUs”), and other equity-based awards to employees and nonemployee directors. At December 31, 2025, a total of 7,100,000 shares were authorized under the plan, with 3,729,002 shares available for future grants.

All share-based payments to employees, including stock option grants, are recognized as compensation expense based on their grant date fair values and reflect any associated service or performance vesting requirements. The fair value of an equity award is estimated on the grant date using an appropriate valuation model, which incorporates post-vesting restrictions, but excludes service or performance vesting conditions.

All share-based awards are classified as equity instruments. Compensation expense is included in “Salaries and employee benefits” on the consolidated statement of income, with the corresponding equity effect included in shareholders’ equity. Forfeitures of share-based awards are recognized as they occur. Substantially all share-based awards—including stock options, restricted stock, and RSUs—feature graded vesting, which is recognized on a straight-line basis over the applicable vesting period.

The following schedule presents compensation expense and the related tax benefit for all share-based awards:

At December 31, 2025, the unrecognized compensation expense related to nonvested share-based awards was approximately $43 million. This amountis expected to be recognized over a weighted average period of 2.7 years.

Stock Options

Stock options granted to employees generally vest one-third per year and expire seven years after the grant date. No stock options were granted in 2025 or 2024 following management's changes to incentive compensation programs. For stock options granted in 2023, the Black-Scholes option pricing model was used to estimate the grant date fair value for purposes of determining compensation expense.

The following schedule presents the weighted average grant date fair value and the significant assumptions used in the Black-Scholes model for these options:

The assumptions for expected dividend yield, expected volatility, and expected life reflect management’s judgment and incorporate historical experience. Expected volatility is based in part on historical volatility. The risk-free interest rate is derived from the U.S. Treasury yield curve in effect at the grant date, matched to the expected life of the option.

The following schedule presents our stock option activity for the three years ended December 31, 2025:

We issue new authorized common shares upon the exercise of stock options. The total intrinsic value of stock options exercised was approximately$1 millionin 2025, and $2 million in both 2024 and 2023. Cash received from the exercise of stock options totaled $5 million in 2025, $9 million in 2024, and $2 million in 2023.

The following schedule presents additional selected information on stock options at December 31, 2025:

1 The weighted average remaining contractual life excludes 5,223 stock options without a fixed expiration date that were assumed in the Amegy acquisition. These options expire one year after the employee's termination date, subject to certain conditions.

The aggregate intrinsic value of outstanding stock options was$7 million at December 31, 2025, compared with$4 million at December 31, 2024. The aggregate intrinsic value of exercisable options was$6 million and$4 million at those same respective dates. For exercisable options, the weighted average remaining contractual life was 2.2 years at December 31, 2025, and 2.6 yearsat December 31, 2024, excluding the stock options previously noted that do not have a fixed expiration date. At December 31, 2025, there were 92,559 unvested stock options outstanding, with a weighted average exercise price of$52.90, a weighted average remaining contractual life of 3.9 years, and an aggregate intrinsic value of$522 thousand.

Restricted Stock and Restricted Stock Units

Restricted stock represents common shares that are subject to trading restrictions and potential forfeiture. These awards typically vest over afour-year period. Holders of restricted stock have full voting rights and receive dividend equivalents during the vesting period. Additionally, holders may elect to be taxed on the grant date rather than at vesting.

RSUs represent the right to receiveone share of common stock per unit and generally vest over afour-year period. Holders of RSUs receive dividend equivalents during the vesting period, but do not possess voting rights. Compensation expense is determined based on the number of restricted shares or RSUs granted and the market price of our common stock on the grant date. During 2025, 2024, and 2023, we granted 25,101,25,866, and 39,771 RSUs, respectively, to nonemployee directors. These RSUs vested immediately upon grant.

The following schedule presents our restricted stock activity for the three years ended December 31, 2025:

The following schedule presents our RSU activity for the three years ended December 31, 2025:

The total grant date value of restricted stock and RSUs that vested during the year was$31 million in 2025, $28 million in 2024, and $27 million in 2023. At December 31, 2025, 42,025 shares of restricted stock and 1,221,369 RSUs were expected to vest according to their respective schedules, with aggregate intrinsic values of$2 million and$71 million, respectively.

20. INCOME TAXES

Income Tax Expense and Effective Tax Rates

The following schedule presents the primary components of income tax expense:

The following schedule presents a reconciliation of income tax expense and the effective tax rate:

1 State taxes in California and Utah accounted for the majority of the tax effect within this category.

2 Low-income housing credits are presented net of related amortization.

The effective tax rates for the periods presented above were primarily increased by the nondeductibility of certain Federal Deposit Insurance Corporation (“FDIC”) premiums, disallowed interest expense, and other adjustments. While FDIC insurance premiums are not deductible for tax purposes, FDIC special assessments are tax deductible. Conversely, the effective tax rates were primarily reduced by nontaxable municipal interest income and various tax credits.

Investments in technology initiatives, low-income housing, and municipal securities during 2025, 2024, and 2023, generated tax credits and nontaxable income, contributing to lower effective tax rates in each year. In addition, the 2025 and 2024 effective tax rates benefited from a reduction in the reserve for uncertain tax positions associated with technology initiative credits as certain statutes of limitations expired.

Income Tax Payments by Jurisdiction

The following schedule presents the disaggregated amounts of income taxes paid, net of refunds received, by federal and state jurisdictions:

Deferred Tax Assets and Liabilities

Deferred tax assets (“DTAs”) and deferred tax liabilities (“DTLs”) arise from temporary differences between the carrying amounts of assets and liabilities in the financial statements and their respective tax bases, based on enacted tax laws and rates. Changes in tax rates that impact DTAs and DTLs are recognized in income during the period in which the enactment occurs. DTAs are recorded only to the extent management believes it more likely than not that they will be realized. Unrecognized tax benefits related to uncertain tax positions primarily pertain to tax credits generated from technology initiatives.

The net DTA or DTL is included in “Other assets” or “Other liabilities,” respectively, on the consolidated balance sheet, respectively. The following schedule presents the tax effects of temporary differences that give rise to significant components of DTAs and DTLs:

At December 31, 2025 and 2024, we reported a net DTA of $714 million and $904 million, respectively. The year-over-year decrease was primarily driven by a reduction in unrealized losses within AOCI associated with investment securities and derivative instruments.

Certain fixed-rate AFS investment securities have experienced declines in fair value due to increases in benchmark interest rates, resulting in unrealized losses in the AFS portfolio and a corresponding DTA. The sale of these securities could result in significant realized losses, requiring future earnings to utilize the DTAs. However, as discussed in Note 5, we have both the intent and the ability to hold these securities until their value recovers.

We regularly evaluate DTAs to determine whether a valuation allowance is required, applying the “more-likely-than-not” criterion that such assets will be realized and considering all available positive and negative evidence. This evaluation includes, but is not limited to:

•Future reversals of existing DTLs — These generally reverse in a pattern consistent with DTAs and can be used to realize the DTAs.

•Tax planning strategies — We consider prudent and feasible tax planning strategies that could be implemented to preserve the value of DTAs, if necessary.

•Projected future taxable income — We expect to generate sufficient future taxable income to offset the reversal of remaining net DTAs.

Based on this evaluation, we concluded that no valuation allowance was required at December 31, 2025 or December 31, 2024.

At December 31, 2025, the tax effect of remaining net operating loss and tax credit carryforwards was less than $1 million, with expirations through 2039.

Unrecognized tax benefits

We maintain a liability for unrecognized tax benefits related to uncertain tax positions, primarily associated with tax credits generated from technology initiatives. The following schedule presents a roll-forward of gross unrecognized tax benefits:

At December 31, 2025 and 2024, our liability for unrecognized tax benefits totaled approximately $5 million and $7 million, respectively (net of the federal tax benefit on state taxes). If recognized, these amounts would impact the effective tax rate.

Interest and penalties related to unrecognized tax benefits are included in “Income tax expense” on the consolidated statement of income. At December 31, 2025 and 2024, accrued interest and penalties—presented net of any federal and state tax benefits and included in “Other liabilities” on the consolidated balance sheet—totaled approximately $1 million in both periods.

We file income tax returns in the U.S. federal jurisdiction and various state jurisdictions. We are no longer subject to income tax examinations for years prior to 2022 for federal and certain state returns.

21. NET EARNINGS PER COMMON SHARE

Net earnings per common share are determined based on net earnings applicable to common shareholders, net of preferred stock dividends. Basic net earnings per common share are calculated using the weighted-average number of common shares outstanding during the year. Unvested share-based awards that carry nonforfeitable dividend rights are treated as participating securities and are included in the basic earnings per share calculation.

Diluted net earnings per common share are computed using the weighted-average number of common shares outstanding, including common stock equivalents. Stock options, restricted stock, RSUs, and stock warrants are converted into common stock equivalents using the method—either the treasury stock method or the two-class method—that results in the most dilution. Common stock equivalents that would have an antidilutive effect are excluded from the diluted earnings per share calculation.

The following schedule presents the basic and diluted net earnings per common share, calculated using the weighted-average number of shares outstanding:

The following schedule presents the weighted-average stock awards that were antidilutive and therefore excluded from the calculation of diluted earnings per share:

22. OPERATING SEGMENT INFORMATION

We provide a wide range of banking products and related services, primarily in 11 Western states: Arizona, California, Colorado, Idaho, Nevada, New Mexico, Oregon, Texas, Utah, Washington, and Wyoming. Our operations are organized principally through seven separately managed affiliate banks, each operating under its own local brand and management team: Zions Bank, CB&T, Amegy, NBAZ, NSB, Vectra, and TCBW. These affiliate banks constitute our primary operating segments.

Our affiliate model emphasizes local authority and accountability, including locally informed pricing and product customization, to maximize customer satisfaction, strengthen community relationships, and improve profitability and shareholder returns.

At December 31, 2025, Zions Bank operated 92 branches in Utah,25 branches in Idaho, andone branch in Wyoming. CB&T operated 77 branches in California. Amegy operated 76 branches in Texas. NBAZ operated 56 branches in Arizona. NSB operated 43 branches in Nevada. Vectra operated 33 branches in Colorado andone branch in New Mexico. TCBW operatedtwo branches in Washington andone branch in Oregon. In 2025, all of the Bank’s assets and revenues were located in or derived from operations within the United States.

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

We focus on serving customers in the communities in which we operate. Each operating segment offers a wide range of banking products and related services, delivered digitally or through other traditional channels. These include commercial and small business banking, capital markets and investment banking, commercial real estate lending, retail banking, and wealth management.

The affiliate banks are supported by an enterprise-level segment—referred to as the “Other” segment— which provides governance and risk oversight, capital allocation, and strategic objectives, and includes centralized technology infrastructure, back-office operations, and certain business lines that are not managed through the affiliate structure.

Centrally provided services are allocated to the operating segments based on estimated or actual usage of those services. Capital is allocated according to the risk-weighted assets held by each segment. We utilize an internal funds transfer pricing process to measure segment performance. This methodology is subject to ongoing refinement. Transactions between segments are generally conducted at fair value, with intercompany profits eliminated in consolidation. Total average loans and deposits for the segments include minor intercompany amounts and certain deposits with the “Other” segment.

We evaluate segment performance and allocate resources primarily based on income or loss from operations before income taxes. The accounting policies applied to the operating segments are consistent with those described in the Notes to Consolidated Financial Statements.

The chief operating decision maker (“CODM”) is our Chairman and Chief Executive Officer. The CODM regularly receives certain segment-level information, including net interest income, noninterest income, significant noninterest expenses, and income or loss from operations before income taxes. This information is used to evaluate performance and inform resource allocation decisions for each segment.

The following schedule presents selected operating segment information that is regularly provided to the CODM to evaluate performance and allocate resources: