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FIRST CITIZENS BANCSHARES INC /DE/

For the period ended Jun 30, 2025. Filed Aug 8, 2025.

View on SEC.gov

About this filing

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

Jun 30, 2025 · Filed Aug 8, 2025

FCNCA$2,273.74-1.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-09.

0000798941-25-000024

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

Current report: 10-Q

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

0000798941-25-000040

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

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

Compared 446 previous paragraphs and 519 current paragraphs.

240 unchanged; 109 reworded; 162 added; 95 removed; 2 previous and 8 current paragraphs rearranged.

Tables are not compared: 56 previous and 59 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

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

Added paragraphs (162)

Current report

Loan disclosures in the “Results by Segment” section of this MD&A were not recast as a result of the 2025 Loan Class Changes because the composition of reportable segments is separate and distinct from the identification of loan classes.

Current report

On June 15, 2025, the Parent Company executed a callable feature and redeemed all $350 million aggregate principal amount of 3.375% Fixed-to-Floating Rate Subordinated Notes due in 2030 (the “Current Quarter Debt Redemption”).

Current report

On July 4, 2025, President Trump signed into law H.R. 1, referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA contains several provisions that impact corporate taxation. BancShares is in the process of evaluating the impact of the OBBBA on its financial statements.

Current report

•NII for the Current Quarter was $1.70 billion, an increase of $32 million or 2% from $1.66 billion for the Linked Quarter, largely due to increases in interest income on loans and interest-earning deposits at banks, mainly a result of higher average balances and a higher day count, partially offset by an increase in interest expense on borrowings due toa higher average balance and rate paid as the Linked Quarter Debt Issuances were outstanding for the entire Current Quarter.

Current report

•NIM for the Current Quarter and Linked Quarter was 3.26% as the favorable impact of a lower rate paid on interest-bearing deposits was offset by the unfavorable impacts of a higher average balance of interest-bearing deposits and borrowings, a higher rate paid on borrowings, and lower PAA.

Current report

◦PAA for the Current Quarter was $66 million, a decrease of $9 million from $75 million for the Linked Quarter. NIM, excluding PAA(1) for the Current Quarter was 3.14%, an increase of 2 basis points (“bps”) from 3.12% for the Linked Quarter.

Current report

•Noninterest expensefor the Current Quarter was $1.50 billion, an increase of $7 million or 1% from $1.49 billion for the Linked Quarter, mainly due to other noninterest expense accruals totaling $15 million and an increase in professional fees of $5 million, partially offset by decreases in personnel cost of $8 million, equipment expense of $5 million, and acquisition-related expenses of $4 million.

Current report

•Provision for credit losses for the Current Quarter was $115 million, a decrease of $39 million from $154 million for the Linked Quarter.

Current report

◦The provision for loan and lease losses for the Current Quarter was $111 million, a decrease of $37 million from $148 million for the Linked Quarter, mainly attributable to a decrease in net charge-offs of $25 million and a decrease of $8 million in the ALLL for the Current Quarter, compared to an increase of $4 million in the ALLL for the Linked Quarter. Changes in the ALLL are discussed in the “Provision for Credit Losses” section of this MD&A.

Current report

◦The provision for off-balance sheet credit exposure for the Current Quarter was $4 million, a decrease of $2 million compared to $6 million for the Linked Quarter, mostly due to the modest shift in our scenario weighting as further discussed in the “ALLL Methodology” section of this MD&A.

Current report

•Income tax expense for the Current Quarter was $183 million, an increase of $15 million from $168 million for the Linked Quarter, mostly reflecting higher income before income taxes.

Current report

•Net income for the Current YTD was $1.06 billion, a decrease of $380 million or 27% from $1.44 billion for the Prior YTD. Net income available to common stockholders for the Current YTD was $1.03 billion, a decrease of 27% from $1.41 billion for the Prior YTD. Earnings per diluted common share for the Current YTD was $76.73, a decrease from $96.80 for the Prior YTD. The decrease in net income available to common stockholders was due to lower NII, higher noninterest expense and higher provision for credit losses, partially offset by lower income tax expense and higher noninterest income as further discussed below.

Current report

◦PAA for the Current YTD was $142 million, a decrease of $156 million from $298 million for the Prior YTD. NIM, excluding PAA,(1) for the Current YTD was 3.13%, a decrease of 23 bps from 3.36% for the Prior YTD.

Current report

•Noninterest income for the Current YTD was $1.31 billion, an increase of $47 million from $1.27 billion for the Prior YTD, mostly due to increases in rental income on operating lease equipment of $28 million, lending-related fees of $13 million, wealth management services of $8 million, and international fees of $8 million, partially offset by a decrease in other noninterest income of $21 million.

Current report

•Noninterest expensefor the Current YTD was $2.99 billion, an increase of $231 million or 8% from $2.76 billion for the Prior YTD, mostly due to increases in personnel cost of $139 million, marketing expense of $32 million, equipment expense of $27 million, third-party processing fees of $8 million, and other noninterest expense of $32 million, partially offset by a decrease in acquisition-related expenses of $22 million.

Current report

•Provision for credit losses for the Current YTD was $269 million, an increase of $110 million from $159 million for the Prior YTD.

Current report

◦The provision for loan and lease losses for the Current YTD was $259 million, an increase of $71 million from $188 million for the Prior YTD, mainly attributable to a $43 million decline in the ALLL reserve release for the Current YTD, and an increase in net charge-offs of $28 million. Changes in the ALLL are discussed in the “Provision for Credit Losses” section of this MD&A.

Current report

◦The provision for off-balance sheet credit exposure for the Current YTD was $10 million, compared to a benefit of $29 million for the Prior YTD. The increase in expense of $39 million was mostly due to trends in the volume of unfunded commitments, partially offset by a modest shift in our weighting from the downside to baseline economic scenario as further discussed in the “ALLL Methodology” section of this MD&A.

Current report

•Income tax expense for the Current YTD was $351 million, a decrease of $194 million from $545 million for the Prior YTD, primarily due to lower income before income taxes and a lower effective income tax rate (“ETR”).

Current report

•Return on average assets for the Current YTD was 0.94% compared to 1.33% for the Prior YTDdue to the decrease in net income explained above.

Current report

•Investment securities at June 30, 2025 were $43.35 billion, a decrease of $744 million or 2% from $44.09 billion at December 31, 2024, as maturities and paydowns more than offset net purchases.

Current report

•Depositsat June 30, 2025 were $159.94 billion, an increase of $4.71 billion or 3% from $155.23 billion at December 31, 2024. As shown in Table 3 below, the increase from December 31, 2024 was mainly attributable to deposit growth in Corporate of $3.51 billion (which primarily includes the Direct Bank), the SVB Commercial segment of $1.27 billion, and the General Bank segment of $543 million, partially offset by a decline of $603 million in the Commercial Bank segment.

Current report

•The ALLL at June 30, 2025 was $1.67 billion, a decrease of $4 million from $1.68 billion at December 31, 2024 as discussed above in the Second Quarter and Year-to-Date Income Statement Highlights. The ALLL as a percentage of loans was 1.18% at June 30, 2025, a decrease of 2 bps from 1.20% at December 31, 2024.

Current report

Deposit trends for the segments and Corporate at June 30, 2025 compared to December 31, 2024 are discussed below:

Current report

•General Bank segment deposit growth of $543 million was primarily in the Branch Network.

Current report

•Corporate deposit growth of $3.51 billion was mainly in the Direct Bank.

Current report

•Commercial Bank segment deposit decline of $603 million was mostly in noninterest-bearing deposits.

Current report

Refer to the “Results by Segments” for a discussion of deposits at June 30, 2025 compared to March 31, 2025.

Current report

◦Interest income on interest-earning deposits at banks for the Current Quarter was $256 million, an increase of $11 million or 4% from $245 million for the Linked Quarter, primarily due to a higher average balance and day count.

Current report

◦Interest expense on borrowings for the Current Quarter was $356 million, an increase of $17 million or 5% from $339 million for the Linked Quarter, primarily due to a higher average balance and rate paid as the Linked Quarter Debt Issuances were outstanding for the entire Current Quarter. Refer to the “Recent Events” section of this MD&A for further discussion.

Current report

•NIM for the Current Quarter and Linked Quarter was 3.26%, as a lower rate paid on interest-bearing deposits was offset by a higher average balance of interest-bearing deposits and borrowings, a higher rate paid on borrowings, and lower PAA. NIM, excluding PAA,(1) was 3.14% for the Current Quarter, an increase of 2 bps from 3.12% for the Linked Quarter.

Current report

◦The yield on average interest-earning assets for the Current Quarter was 5.67%, a decrease of 1 bp from 5.68% for the Linked Quarter, mainly due to lower loan PAA.

Current report

Refer to the “Financial Performance Summary—Balance Sheet Highlights,” “Interest-earning Assets,” and “Interest-bearing Liabilities” sections of this MD&A for discussions of balance sheet trends that impact average interest-earning assets, average interest-bearing liabilities, and the related yields earned and rates paid.

Current report

Average Balances, Yields and Rates, NII, and NIM (Current YTD to Prior Year YTD)

Showing the first 40 of 162 passages. Open the source sections for the rest.

Removed paragraphs (95)

Previous report

•Select items in the Current Quarter and Linked Quarter included acquisition-related expenses of $42 million and $62 million, respectively.

Previous report

◦PAA for the Current Quarter was $75 million, a decrease of $7 million from $82 million for the Linked Quarter. NIM, excluding PAA,(1) for the Current Quarter was 3.12%, a decrease of 4 bps from 3.16% for the Linked Quarter.

Previous report

•Noninterest expensefor the Current Quarter was $1.49 billion, a decrease of $24 million or 2% from $1.52 billion for the Linked Quarter. The decrease was mostly due to a decline in acquisition-related expenses of $20 million and a decline in other noninterest expense of $32 million, reflecting decreases in non-income taxes and donations to support relief efforts for recent natural disasters, partially offset by an increase in personnel cost of $17 million.

Previous report

•Provision for credit losses for the Current Quarter was $154 million, a decrease of $1 million from $155 million for the Linked Quarter.

Previous report

◦The provision for loan and lease losses for the Current Quarter was $148 million, a decrease of $10 million from $158 million for the Linked Quarter, mainly attributable to a decrease in net charge-offs of $16 million, partially offset by the impact of a $4 million reserve build in the Current Quarter compared to a $2 million reserve release in the Linked Quarter as discussed below in the “Balance Sheet Highlights.”

Previous report

◦The provision for off-balance sheet credit exposure for the Current Quarter was $6 million, an increase of $9 million compared to a benefit of $3 million for the Linked Quarter, mostly due to an increase in off-balance sheet credit exposure and modest deterioration in the macroeconomic forecast.

Previous report

•Income tax expense for the Current Quarter was $168 million, an increase of $132 million from $36 million for the Linked Quarter. The Linked Quarter included a decrease in income tax expense due to a decline in the state tax rate applied. The tax rate applied in the Linked Quarter declined after we filed our first income tax returns that included the SVBB Acquisition (as defined in Note 2—Business Combinations).

Previous report

•Investment securities at March 31, 2025 were $44.32 billion, an increase of $229 million or 1% from $44.09 billion at December 31, 2024, primarily due to purchases of short-duration available for sale U.S. agency mortgage-backed and U.S. Treasury investment securities, partially offset by paydowns, maturities, and sales.

Previous report

•Depositsat March 31, 2025 were $159.33 billion, an increase of $4.10 billion or 3% from $155.23 billion at December 31, 2024, mainly attributable to deposit growth of $3.1 billion in the Direct Bank in Corporate, $1.4 billion in our Branch Network in the General Bank segment, and $496 million in the SVB Commercial segment, partially offset by a decline of $508 million in the Commercial Bank segment. The remaining decrease in deposits was attributable to declines in other deposits in Corporate and the Rail segment.

Previous report

From December 31, 2024 to March 31, 2025, deposits in Corporate and the General Bank segment increased, primarily due to deposit growth in the Direct Bank and our Branch Network, respectively. SVB Commercial segment deposits increased despite the strategic decision to move $2.4 billion in select cash sweep deposits to off-balance sheet client funds during the Current Quarter. The net increase in SVB Commercial segment deposits was mainly due to growth in savings, noninterest-bearing, and money market deposits, partially offset by declines in interest-bearing checking and time deposits. Deposits in the Commercial Bank segment decreased, mostly due to a decline in noninterest-bearing deposits. Refer to the “Interest-bearing Liabilities—Deposits” section in this MD&A for additional information on deposits.

Previous report

(1)Loans and leases include nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees.

Previous report

◦Interest expense on borrowings for the Current Quarter was $339 million, an increase of $4 million or 1% from $335 million for the Linked Quarter, primarily due to a higher average balance as a result of the Current Quarter Debt Issuances discussed in the “Interest-bearing Liabilities—Borrowings” section of this MD&A. We expect interest expense on borrowings to increase next quarter as the Current Quarter Debt Issuances will be included in the average balance and rate paid for the entire quarter.

Previous report

•NIM for the Current Quarter was 3.26%, a decrease of 6 bps from 3.32% for the Linked Quarter. NIM compression was mainly due to a decline in the yield on interest-earning assets (due primarily to decreases in the federal funds rate in the Linked Quarter that remained in effect for the entire Current Quarter), a mix shift from interest-earning deposits at banks to investment securities, and an increase in average interest-bearing deposits, partially offset by a decline in the cost of interest-bearing deposits and an increase in average loans. Lower PAA had a 1 bp negative impact on NIM during the Current Quarter. NIM, excluding PAA,(1) was 3.12% for the Current Quarter, a decrease of 4 bps from 3.16% for the Linked Quarter.

Previous report

•Average interest-earning assets for the Current Quarter were $206.03 billion, an increase of $1.25 billion or 1% from $204.78 billion for the Linked Quarter.

Previous report

•Average interest-bearing liabilities for the Current Quarter were $154.62 billion, an increase of $2.97 billion or 2% from $151.66 billion for the Linked Quarter.

Previous report

(1)Loans and leases include nonaccrual loans and loans held for sale. Interest income on loans and leases includes accretion income and loan fees.

Previous report

The following table includes the average interest-earning assets by category:

Previous report

The following table shows the average interest-bearing liability mix:

Previous report

The provision for credit losses for the Current Quarter was $154 million, a decrease of $1 million from $155 million for the Linked Quarter. The Current Quarter provision for credit losses included a provision for loan and lease losses of $148 million, a decrease of $10 million from the Linked Quarter, and a provision for off-balance sheet credit exposure of $6 million, an increase of $9 million from the Linked Quarter.

Previous report

•The decrease in provision for loan and lease losses was mainly attributable to a decline in net charge-offs of $16 million, partially offset by the impact of a $4 million reserve build in the Current Quarter compared to a $2 million reserve release in the Linked Quarter.

Previous report

•The increase in provision for off-balance sheet credit exposure was mostly due to an increase in off-balance sheet credit exposure and modest deterioration in the macroeconomic forecast.

Previous report

The above table includes the amounts for the components of noninterest income for the Current Quarter, Linked Quarter, and Prior Year Quarter, as well as the dollar and percentage increases or decreases for the Current Quarter compared to the Linked Quarter.

Previous report

Noninterest income for the Current Quarter was $635 million, a decrease of $64 million or 9% from $699 million for the Linked Quarter, mainly due to the following:

Previous report

•The decrease in the fair value adjustment on marketable equity securities of $15 million reflects lower market prices of the underlying securities.

Previous report

•The decrease in the gain on sale of leasing equipment of $6 million was mostly due to lower volumes of rail equipment sales.

Previous report

•The decrease in factoring commissions of $3 million was primarily due to a decline in factoring volume.

Previous report

•The decrease in rental income on operating lease equipment of $2 million was mainly the result of the Linked Quarter including charges that are assessed annually, which were partially offset by strong repricing of renewed equipment during the Current Quarter. Refer to the Rail segment discussion in the “Results by Segment” section of this MD&A for further details.

Previous report

Noninterest expense includes the following primary expense categories, with the balance in other noninterest expense.

Previous report

The above table includes the amounts for the components of noninterest expense for the Current Quarter, Linked Quarter, and Prior Year Quarter, as well as the dollar and percentage increases or decreases for the Current Quarter compared to the Linked Quarter.

Previous report

Noninterest expense for the Current Quarter was $1.49 billion, a decrease of $24 million or 2% from $1.52 billion for the Linked Quarter, mainly due to the following:

Previous report

•The decrease in other noninterest expense of $32 million reflected declines in capitalized software impairment, state related non-income taxes, and charitable donations to support relief efforts for recent natural disasters.

Previous report

•The increase in personnel cost of $17 million was mainly due to merit-based compensation increases, net staff additions, and seasonal increases in employee benefits and payroll taxes.

Previous report

•The increase in third-party processing fees of $6 million was largely a result of higher transaction volume and additional services.

Previous report

•The increase in FDIC insurance expense of $5 million was largely due to a higher FDIC insurance rate and an increase in average assets.

Previous report

•The decrease in depreciation on operating lease equipment of $3 million is discussed in the Commercial Bank and Rail segments in the section entitled “Results by Segment” of this MD&A.

Previous report

•The increase in maintenance and other operating lease expenses of $3 million is discussed in the Rail segment in the section entitled “Results by Segment” of this MD&A.

Showing the first 40 of 95 passages. Open the source sections for the rest.

Reworded paragraphs (109)

Previous wording

On July 25, 2024, BancShares announced that the Board of Directors (the “Board”) authorized a share repurchase plan (the “SRP”), which allows BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $3.50 billion through 2025.

Current wording

On July 25, 2025, BancShares announced that the Board of Directors (the “Board”) authorized a new share repurchase program (the “2025 SRP”), which will allow BancShares to repurchase shares of its Class A common stock in an aggregate amount up to $4.0 billion through December 31, 2026. Repurchases under the 2025 SRP may commence upon the completion of the $3.5 billion share repurchase program announced in July 2024 (the “2024 SRP”). The total capacity remaining under the 2024 SRP was $611 million as of June 30, 2025 and $302 million as of July 31, 2025.

Previous wording

During the first quarter of 2025, we repurchased 302,683 shares of our Class A common stock for approximately $613 million. Shares repurchased during the first quarter of 2025 represented 2.38% of Class A common shares and 2.21% of total Class A and Class B common shares outstanding at December 31, 2024. From inception of the SRP through March 31, 2025, we have repurchased 1,117,324 shares of our Class A common stock for approximately $2.28 billion, representing 8.26% of Class A common shares and 7.69% of total Class A and Class B common shares outstanding as of June 30, 2024. The total capacity remaining under the SRP was $1.22 billion as of March 31, 2025. Subsequent to March 31, 2025, BancShares purchased an additional 120,558 shares of Class A common stock through April 30, 2025.

Current wording

During the second quarter of 2025, we repurchased 338,959 shares of our Class A common stock for approximately $613 million. Shares repurchased during the second quarter of 2025 represented 2.73% of Class A common shares and 2.53% of total Class A and Class B common shares outstanding at March 31, 2025. From inception of the 2024 SRP through June 30, 2025, we have repurchased 1,456,283 shares of our Class A common stock for approximately $2.89 billion, representing 10.77% of Class A common shares and 10.02% of total Class A and Class B common shares outstanding as of June 30, 2024. Subsequent to June 30, 2025, BancShares purchased an additional 147,365 shares of Class A common stock through July 31, 2025 under the 2024 SRP.

Previous wording

Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding monthly repurchase activity during the first quarter of 2025.

Current wording

Refer to Part II, Item 2. Unregistered Sales of Equity Securities and Use of Proceeds for additional information regarding monthly repurchase activity during the second quarter of 2025.

Current wording

During the second quarter of 2025, the loan classes which were reported in the Silicon Valley Bank (“SVB”) portfolio in the Linked Quarter Form 10-Q and 2024 Form 10-K, were recast to the Commercial portfolio (the “2025 Loan Class Changes”) as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation. Loan and lease and allowance for loan and lease losses (“ALLL”) disclosures for all periods presented in this Form 10-Q were recast to reflect the 2025 Loan Class Changes.

Previous wording

On March 12, 2025, the Parent Company issued and sold $500 million aggregate principal amount of its 5.231% Fixed-to-Floating Rate Senior Notes due 2031 and $750 million aggregate principal amount of its 6.254% Fixed-to-Fixed Rate Subordinated Notes due 2040 in a public offering (the “Current Quarter Debt Issuances”).

Current wording

On March 12, 2025, the Parent Company issued and sold $500 million aggregate principal amount of its 5.231% Fixed-to-Floating Rate Senior Notes due 2031 and $750 million aggregate principal amount of its 6.254% Fixed-to-Fixed Rate Subordinated Notes due 2040 in a public offering (the “Linked Quarter Debt Issuances”).

Previous wording

On April 7, 2025, FCB and the FDIC entered into an agreement (the “Shared-Loss Termination Agreement”) to terminate the Shared-Loss Agreement (as defined in Note 2—Business Combinations). As a result of entering into the Shared-Loss Termination Agreement, all rights and obligations of the parties under the Shared-Loss Agreement terminated as of the date of the Shared-Loss Termination Agreement, including FCB’s reporting covenants and obligations related to FDIC Loss Sharing and FCB reimbursement (each as defined in Note 2—Business Combinations). The decision to enter into the Shared-Loss Termination Agreement was motivated, in part, by FCB’s determination that the likelihood of reaching the $5 billion loss threshold during the five-year period covered by the Shared Loss Agreement was remote. Additionally, the Termination Agreement eliminated the reporting responsibilities associated with the Shared-Loss Agreement. There was no impact to our consolidated balance sheets or statements of income resulting from the Shared-Loss Termination Agreement because there was no loss indemnification asset or true-up liability associated with the Shared-Loss Agreement, primarily based on evaluation of historical loss experience and the credit quality of the Covered Assets (as defined in Note 2—Business Combinations).

Current wording

On April 7, 2025, FCB and the FDIC entered into an agreement (the “Shared-Loss Termination Agreement”) to terminate the Shared-Loss Agreement (as defined in Note 2—Business Combinations). As a result of entering into the Shared-Loss Termination Agreement, all rights and obligations of the parties under the Shared-Loss Agreement terminated as of the date of the Shared-Loss Termination Agreement, including FCB’s reporting covenants and obligations related to FDIC Loss Sharing and FCB reimbursement (each as defined in Note 2—Business Combinations in our 2024 Form 10-K). The decision to enter into the Shared-Loss Termination Agreement was motivated, in part, by FCB’s determination that the likelihood of reaching the $5 billion loss threshold during the five-year period covered by the Shared-Loss Agreement was remote. Additionally, the Shared-Loss Termination Agreement eliminated the reporting responsibilities associated with the Shared-Loss Agreement. There was no impact to our consolidated balance sheets or statements of income resulting from the Shared-Loss Termination Agreement because there was no loss indemnification asset or true-up liability associated with the Shared-Loss Agreement, primarily based on evaluation of historical loss experience and the credit quality of the Covered Assets (as defined in Note 2—Business Combinations in our 2024 Form 10-K).

Previous wording

We updated our segment reporting during the first quarter of 2025 as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation. We transferred certain components from the SVB Commercial and General Bank segments to the Commercial Bank segment and modified our segment expense allocation methodology. Segment disclosures for 2024 periods included in this Form 10-Q were recast to reflect the segment reporting updates. Refer to Note 17—Segment Information for descriptions of segment products and services and “Results by Segment” in this MD&A.

Current wording

We updated our segment reporting during the first quarter of 2025 as further discussed in Note 1—Significant Accounting Policies and Basis of Presentation. We transferred certain components from the SVB Commercial and General Bank segments to the Commercial Bank segment and modified our segment expense allocation methodology. Segment disclosures for 2024 periods included in this Form 10-Q were recast to reflect the segment reporting updates. Refer to Note 17—Segment Information for descriptions of segment products and services and the “Results by Segment” section of this MD&A.

Previous wording

Entering 2025, the Federal Open Market Committee (“FOMC”) had reduced the benchmark federal funds rate to a range between 4.25% - 4.50% and cautioned that reductions in 2025 may be fewer than initially expected due to continued inflation pressure. As such, the FOMC maintained the range for the benchmark federal funds rate at its January and March 2025 meetings.

Current wording

Entering 2025, the Federal Open Market Committee (“FOMC”) had reduced the benchmark federal funds rate to a range between 4.25% - 4.50%. In its statement in July 2025, the FOMC cited that uncertainty about the economic outlook remains elevated in its decision to maintain the range for the benchmark federal funds rate.

Previous wording

The following tables in this MD&A include financial data for the three months ended March 31, 2025 (the “Current Quarter”), December 31, 2024 (the “Linked Quarter”) and March 31, 2024 (the “Prior Year Quarter”). In accordance with Item 303(c) of Regulation S-K, we focus on changes compared to the Linked Quarter for the narrative discussion and analysis of our results of operations as we believe this provides investors and other users of our data with the most relevant information.

Current wording

The following tables in this MD&A include financial data for the three months ended June 30, 2025 (the “Current Quarter”), March 31, 2025 (the “Linked Quarter”) and June 30, 2024 (the “Prior Year Quarter”), along with the six months ended June 30, 2025 (“Current YTD”), and the six months ended June 30, 2024 (“Prior YTD”). In accordance with Item 303(c) of Regulation S-K, we focus our discussion of quarterly results of operations on changes compared to the Linked Quarter for the narrative discussion and analysis as we believe this provides investors and other users of our data with the most relevant information.

Previous wording

We focus the discussion of our financial position by comparing balances as of March 31, 2025 to December 31, 2024.

Current wording

We focus the discussion of our financial position by comparing balances as of June 30, 2025 to December 31, 2024, however the tables also provide the Linked Quarter balances.

Previous wording

(1)Calculated net of average credit balances and deposits of factoring clients.

Current wording

(1)Calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

Previous wording

•Net income for the Current Quarter was$483 million, a decrease of $217 million or 31% from$700 million for the Linked Quarter. Net income available to common stockholders for the Current Quarter was $468 million, a decrease of $217 million or 32% from $685 million for the Linked Quarter. Earnings per basic and diluted common share for the Current Quarter was $34.47, a decrease from $49.21 for the Linked Quarter. The decrease in net income available to common stockholders was largely due to an increase in income tax expense of $132 million as further described below.

Current wording

•Net income for the Current Quarter was$575 million, an increase of $92 million or 19% from$483 million for the Linked Quarter. Net income available to common stockholders for the Current Quarter was $561 million, an increase of $93 million or 20% from $468 million for the Linked Quarter. Earnings per basic and diluted common share for the Current Quarter was $42.36, an increase from $34.47 for the Linked Quarter. The increase in net income available to common stockholders was largely due to higher noninterest income, a decrease in the provision for credit losses, and higher net interest income (“NII”), partially offset by a modest increase in noninterest expense as further discussed below.

Previous wording

•Noninterest income for the Current Quarter was$635 million, a decrease of $64 million or 9% from$699 million for the Linked Quarter. The decrease was largely the result of a decline in other noninterest income of $36 million, mainly attributable to the negative impacts from fair value changes in customer derivative positions driven by changes in the rate environment, as well as the write-down of a held for sale asset. The remaining net decrease included a decline in the fair value adjustment on marketable equity securities of $15 million, as well as declines in gains on sales of loans, leasing equipment and marketable equity securities totaling $16 million, partially offset by an increase in wealth management services of $2 million.

Current wording

•Noninterest income for the Current Quarter was$678 million, an increase of $43 million or 7% from$635 million for the Linked Quarter, primarily the result of an increase in other noninterest income of $28 million, mainly attributable to the positive impacts from fair value changes in customer derivative positions and other non-marketable investments, as well as the Linked Quarter write-down of a held for sale asset. The remaining net increase included a favorable change in the fair value of marketable equity securities of $7 million.

Previous wording

•Return on average assets for the Current Quarter was 0.87%, a decrease of 38 bps from 1.25% for the Linked Quarter, mainly attributable to higher income tax expense.

Current wording

•Return on average assets for the Current Quarter was 1.01%, an increase of 14 bps from 0.87% for the Linked Quarter due to the increase in net income discussed above.

Previous wording

•Net Interest Income (“NII”) for the Current Quarter was $1.66 billion, a decrease of $46 million or 3% from $1.71 billion for the Linked Quarter. NIM for the Current Quarter was 3.26%, a decrease of 6 basis points (“bps”) from 3.32% for the Linked Quarter. The decreases in NII and NIM were mainly due to a decline in the yield on interest-earning assets, a mix shift from interest-earning deposits at banks to investment securities, and an increase in average interest-bearing deposits, partially offset by a decline in the cost of interest-bearing deposits and an increase in average loans.

Current wording

•NII for the Current YTD was $3.36 billion, a decrease of $280 million or 8% from $3.64 billion for the Prior YTD. NIM for the Current YTD was 3.26%, a decrease of 40 bps from 3.66% for the Prior YTD. The decreases in NII and NIM were mainly due to lower yields on loans and interest-earning deposits at banks, a mix shift from interest-earning deposits at banks to investment securities, a higher average balance of interest-bearing deposits, and a higher average balance and rate paid for borrowings, partially offset by a decline in the rate paid on interest-bearing deposits and a higher average balance of loans.

Previous wording

•Loans and leases at March 31, 2025 were $141.36 billion, an increase of $1.14 billion or 1% from $140.22 billion at December 31, 2024. Loan growth in the Commercial Bank segment of $733 million was mainly in our industry verticals, primarily technology media and telecommunications (“TMT”) and healthcare. Loan growth in the SVB Commercial segment of $444 million was concentrated in the global fund banking portfolio, partially offset by declines in our investor dependent portfolio. Loans in the General Bank segment slightly declined by $40 million, reflecting a decline in the Branch Network, partially offset by loan growth in Wealth.

Current wording

•Loans and leases at June 30, 2025 were $141.27 billion, an increase of $1.05 billion or 1% from $140.22 billion at December 31, 2024. Loan growth in the Commercial Bank segment of $793 million was mainly in our industry vertical, primarily technology media and telecommunications (“TMT”) and healthcare, and in the equipment finance portfolios. Loan growth of $155 million in the SVB Commercial segment was concentrated in the global fund banking portfolio, partially offset by a decline in our investor dependent portfolio. Loan growth of $100 million in the General Bank segment was primarily in the wealth portfolio.

Previous wording

•Borrowingsat March 31, 2025 were $38.41 billion, an increase of $1.36 billion or 4% from $37.05 billion at December 31, 2024, primarily due to the Current Quarter Debt Issuances with aggregate principal amounts totaling $1.25 billion as further discussed above in the “Recent Events” section of this MD&A.

Current wording

•Borrowingsat June 30, 2025 were $38.11 billion, an increase of $1.06 billion or 3% from $37.05 billion at December 31, 2024, primarily due to the Linked Quarter Debt Issuances with aggregate principal amounts totaling $1.25 billion, partially offset by the $350 million Current Quarter Debt Redemption.

Previous wording

•At March 31, 2025, BancShares remained well capitalized with a total risk-based capital ratio of 15.23%, a Tier 1 risk-based capital ratio of 13.35%, a common equity Tier 1 (“CET1”) ratio of 12.81% and a Tier 1 leverage ratio of 9.75%.

Current wording

•At June 30, 2025, BancShares remained well capitalized with a total risk-based capital ratio of 14.25%, a Tier 1 risk-based capital ratio of 12.63%, a common equity Tier 1 (“CET1”) ratio of 12.12% and a Tier 1 leverage ratio of 9.62%.

Previous wording

The General Bank segment mainly includes deposits in our Branch Network, which deploys a relationship-based approach to deposit gathering. The Commercial Bank segment includes deposits of commercial customers, and the SVB Commercial segment includes deposits related to its commercial customer base. Deposits in Corporate mainly included $44.17 billion in our Direct Bank, with the balance including brokered and other deposits.

Current wording

The General Bank segment mainly includes deposits in our Branch Network, which deploys a relationship-based approach to deposit gathering. The Commercial Bank segment includes deposits of commercial customers, and the SVB Commercial segment includes deposits related to its commercial customer base. Deposits in Corporate mainly included $45.11 billion in our Direct Bank, with the balance including brokered and other deposits.

Previous wording

As displayed in the table above, the average size of deposits varies across our business segments. The uninsured percentage is the percentage of uninsured deposits to total deposits at period end for the respective segments and Corporate. Total uninsured deposits were approximately $58.06 billion or 36% of total deposits at March 31, 2025 and $59.51 billion or 38% at December 31, 2024.

Current wording

As displayed in the table above, the average size of deposits varies across our business segments. The uninsured percentage is the percentage of uninsured deposits to total deposits at period end for the respective segments and Corporate. Total uninsured deposits were approximately $57.80 billion or 36% of total deposits at June 30, 2025 and $59.51 billion or 38% at December 31, 2024.

Previous wording

Deposits increased $496 million from December 31, 2024, mainly due to growth in noninterest-bearing deposits and money market deposits, partially offset by a decline in interest-bearing checking deposits. During the Current Quarter we made a strategic decision to move $2.4 billion in select cash sweep deposits to off-balance sheet client funds.

Current wording

•SVB Commercial segment deposits increased $1.27 billion, despite the strategic decision to move $2.4 billion in select cash sweep deposits to off-balance sheet client funds during the Linked Quarter. Deposit growth was mainly in noninterest-bearing deposits, partially offset by declines in interest-bearing checking.

Previous wording

We strive to maintain a strong liquidity position and our risk appetite for liquidity is low. At March 31, 2025, we had $62.79 billion in high-quality liquid assets consisting of $23.77 billion in cash and interest-earning deposits at banks (primarily held at the Federal Reserve Bank (“FRB”)) and $39.02 billion in high-quality liquid securities (“HQLS”). HQLS is mainly composed of U.S. agency mortgage-backed and U.S. Treasury investment securities. Additionally, we have unused borrowing capacity with the Federal Home Loan Bank (“FHLB”) and FRB of $16.54 billion and $5.61 billion, respectively.

Current wording

We strive to maintain a strong liquidity position and our risk appetite for liquidity is low. At June 30, 2025, we had $63.62 billion in high-quality liquid assets consisting of $25.33 billion in cash and interest-earning deposits at banks (primarily held at the Federal Reserve Bank (“FRB”)) and $38.28 billion in high-quality liquid securities (“HQLS”). HQLS are mainly composed of U.S. agency mortgage-backed and U.S. Treasury investment securities. Additionally, we have unused borrowing capacity with the Federal Home Loan Bank (“FHLB”) and FRB of $17.85 billion and $10.56 billion, respectively.

Previous wording

In connection with the SVBB Acquisition, FCB and the FDIC, as lender and as collateral agent, entered into the Advance Facility Agreement (as defined and described in Note 2—Business Combinations). The draw period under the Advance Facility Agreement ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility. We are actively working to increase our borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans historically not pledged to the FRB. Refer to the “Liquidity Risk” section of this MD&A for further discussion.

Current wording

In connection with the SVBB Acquisition (as defined and described in Note 2—Business Combinations), FCB and the FDIC, as lender and as collateral agent, entered into the Advance Facility Agreement (as defined and described in Note 2—Business Combinations). The draw period under the Advance Facility Agreement ended March 27, 2025, as of which date, FCB had no outstanding amounts under the facility. During the Current Quarter, we increased our borrowing capacity under agreements with the FRB through expansion of the eligible loan population to targeted loans historically not pledged to the FRB. Refer to the “Liquidity Risk” section of this MD&A for further discussion.

Previous wording

In connection with the SVBB Acquisition, FCB issued a five-year, 3.50% fixed rate Purchase Money Note (as defined in Note 2—Business Combinations), which had a carrying value of $35.83 billion at March 31, 2025. While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty. We will continue to monitor the interest rate environment and assess whether any voluntary prepayments are prudent considering the fixed rate of 3.50%. Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), FHLB advances, deposit growth, and issuance of unsecured debt or other borrowings. At the time of voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of repayment could be higher than the 3.50% rate.

Current wording

Also in connection with the SVBB Acquisition, FCB issued a five-year, 3.50% fixed rate Purchase Money Note (as defined in Note 2—Business Combinations), which had a carrying value of $35.84 billion at June 30, 2025. While scheduled principal payments are not required until maturity in March 2028, FCB may voluntarily prepay principal without a premium or penalty. We will continue to monitor the interest rate environment and assess whether any voluntary prepayments are prudent considering the fixed rate of 3.50%. Potential sources that could fund voluntary prepayments or the amount due at maturity include excess liquidity (primarily comprised of interest-earning deposits at banks and proceeds from maturities and paydowns of investment securities), FHLB advances, deposit growth, and issuance of unsecured debt or other borrowings. At the time of voluntary prepayment or maturity, the interest rates for the potential interest-bearing sources of repayment could be higher than the 3.50% rate.

Previous wording

At March 31, 2025, our investment securities portfolio primarily consisted of debt securities available for sale and held to maturity as summarized below. We manage debt security market risk by monitoring the average duration of our investment securities portfolio. The duration of our investment securities was approximately 2.7 years at March 31, 2025. The investment securities available for sale portfolio had an average duration of 2.3 years and the held to maturity portfolio had an average duration of 4.3 years. Refer to the “Interest-earning Assets—Investment Securities” section of this MD&A and Note 3—Investment Securities for further information.

Current wording

At June 30, 2025, our investment securities portfolio primarily consisted of debt securities available for sale and held to maturity as summarized below. We manage debt security market risk by monitoring the average duration of our investment securities portfolio. The duration of our investment securities was approximately 2.7 years at June 30, 2025. The investment securities available for sale portfolio had an average duration of 2.3 years and the held to maturity portfolio had an average duration of 4.2 years. Refer to the “Interest-earning Assets—Investment Securities” section of this MD&A and Note 3—Investment Securities for further information.

Previous wording

At March 31, 2025, all regulatory capital ratios for BancShares and FCB significantly exceeded the Prompt Corrective Action (“PCA”) well capitalized thresholds and Basel III requirements as further discussed in the “Capital” section of this MD&A.

Current wording

At June 30, 2025, all regulatory capital ratios for BancShares and FCB exceeded the Prompt Corrective Action (“PCA”) well capitalized thresholds and Basel III requirements as further discussed in the “Capital” section of this MD&A.

Previous wording

The table above quantifies the increases or decreases for the Current Quarter compared to the Linked Quarter for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields and rates paid. The main reasons for the increases and decreases are explained below.

Current wording

The table above quantifies the increases or decreases for the Current Quarter compared to the Linked Quarter for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields earned and rates paid. The main reasons for the increases and decreases are explained below:

Previous wording

•NII for the Current Quarter was $1.66 billion, a decrease of $46 million or 3% from $1.71 billion for the Linked Quarter. NII, excluding PAA,(1) was $1.59 billion for the Current Quarter, a decrease of $39 million from $1.63 billion for the Linked Quarter. The main reasons for the decreases in NII and NII, excluding PAA,(1) are explained below.

Current wording

•NII for the Current Quarter was $1.70 billion, an increase of $32 million or 2% from $1.66 billion for the Linked Quarter. NII, excluding PAA,(1) was $1.63 billion for the Current Quarter, an increase of $41 million from $1.59 billion for the Linked Quarter. The main reasons for the increases in NII and NII, excluding PAA,(1) are explained below:

Previous wording

◦Interest and fees on loans for the Current Quarter was $2.24 billion, a decrease of $86 million or 4% from $2.32 billion for the Linked Quarter. The decrease was a result of a lower yield, partially offset by the impact of a higher average balance.

Current wording

◦Interest and fees on loans for the Current Quarter was $2.27 billion, an increase of $34 million or 2% from $2.24 billion for the Linked Quarter. The increase was primarily due to a higher average balance and a higher day count.

Previous wording

•Loan PAA was $84 million for the Current Quarter, a decrease of $6 million from $90 million for the Linked Quarter.

Current wording

▪Loan PAA was $75 million for the Current Quarter, a decrease of $9 million from $84 million for the Linked Quarter.

Previous wording

•Interest and fees on loans, excluding loan PAA,(1) was $2.15 billion for the Current Quarter, a decrease of $80 million from $2.23 billion for the Linked Quarter.

Current wording

▪Interest and fees on loans, excluding loan PAA,(1) was $2.20 billion for the Current Quarter, an increase of $43 million from $2.15 billion for the Linked Quarter.

Previous wording

◦Interest income on investment securities and securities purchased under agreements to resell for the Current Quarter was $414 million, an increase of $37 million or 10% from $377 million for the Linked Quarter, due to a higher average balance and a higher yield.

Current wording

◦Interest income on investment securities (including securities purchased under agreements to resell) for the Current Quarter was $419 million, an increase of $5 million or 1% from $414 million for the Linked Quarter, mostly due to a higher average balance.

Previous wording

◦Interest expense on interest-bearing deposits for the Current Quarter was $893 million, a decrease of $64 million or 7% from $957 million for the Linked Quarter, due to a lower rate paid, partially offset by the impact of a higher average balance.

Current wording

◦Interest expense on interest-bearing deposits for the Current Quarter was $894 million, a modest increase of $1 million from $893 million for the Linked Quarter, as the impacts of a higher average balance and a higher day count were mostly offset by a lower rate paid.

Previous wording

◦The rate paid on average interest-bearing liabilities for the Current Quarter was 3.22%, a decrease of 17 bps from 3.39% for the Linked Quarter, primarily due to a lower rate paid on interest-bearing deposits, partially offset by the impact of a higher average balance of interest-bearing deposits. The rate paid on borrowings for the Current Quarter was 3.62%, relatively consistent with 3.61% for the Linked Quarter.

Current wording

◦The rate paid on average interest-bearing liabilities for the Current Quarter was 3.19%, a decrease of 3 bps from 3.22% for the Linked Quarter, primarily due to a lower rate paid on interest-bearing deposits, partially offset by the impacts of a higher average balance of interest-bearing deposits and borrowings, and a higher rate paid on borrowings.

Previous wording

◦Interest income on interest-earning deposits at banks for the Current Quarter was $245 million, a decrease of $57 million or 19% from $302 million for the Linked Quarter, due to declines in the average balance and the federal funds rate.

Current wording

◦Interest income on interest-earning deposits at banks for the Current YTD was $501 million, a decrease of $325 million or 39% from $826 million for the Prior YTD, due to a lower average balance and a decline in the federal funds rate.

Previous wording

◦The yield on average interest-earning assets for the Current Quarter was 5.68%, a decrease of 15 bps from 5.83% for the Linked Quarter, mainly due to declines in yields on loans and interest-earning deposits at banks, as well as slightly lower loan PAA, partially offset by a higher yield on investment securities.

Current wording

◦The yield on average interest-earning assets for the Current YTD was 5.67%, a decrease of 58 bps from 6.25% for the Prior YTD, mainly due to declines in yields on loans and interest-earning deposits at banks, as well as lower loan PAA, partially offset by a higher yield on investment securities.

Previous wording

•For further discussion, refer to the “Financial Performance Summary—Balance Sheet Highlights,” “Interest-earning Assets,” and “Interest-bearing Liabilities” sections of this MD&A.

Current wording

Refer to the “Financial Performance Summary—Balance Sheet Highlights,” “Interest-earning Assets,” and “Interest-bearing Liabilities” sections of this MD&A for discussions of balance sheet trends that impact average interest-earning assets, average interest-bearing liabilities, and the related yields and rates paid.

Previous wording

•Allowance for loan and lease losses (“ALLL”) at March 31, 2025 was $1.68 billion, an increase of $4 million from December 31, 2024, primarily due to modest deterioration in the macroeconomic forecast, as well as increases in loan volume, partially offset by the result of a mix shift from the investor dependent portfolio to the global fund banking portfolio, which has a lower loss rate relative to our other loan portfolios, and lower specific reserves for individually evaluated loans. The reserve release in the Linked Quarter was primarily due to lower specific reserves, partially offset by increases in loan volume. The ALLL as a percentage of loans was 1.19% at March 31, 2025, a decrease of 1 bp from 1.20% at December 31, 2024.

Current wording

◦The decrease of $4 million in the ALLL at June 30, 2025 compared to December 31, 2024 reflected the decreases discussed above in the Linked Quarter comparison and the result of a mix shift from the investor dependent portfolio to the global fund banking portfolio, which has a lower loss rate relative to our other loan portfolios, partially offset by the impact of loan growth.

Previous wording

The ALLL and net charge-offs are further discussed in the “Risk Management—Credit Risk—Allowance for Loan and Lease Losses” and “—Credit Metrics” sections of this MD&A and in Note 5—Allowance for Loan and Lease Losses.

Current wording

The ALLL and net charge-offs are further discussed in the “Risk Management—Credit Risk” section of this MD&A and in Note 5—Allowance for Loan and Lease Losses.

Previous wording

•The decrease in other noninterest income of $36 million was mainly attributable to the negative impacts from fair value changes in customer derivative positions driven by changes in the rate environment, as well as the write-down of a held for sale asset.

Current wording

•The decrease in other noninterest income of $21 million was largely due a lower favorable impact from the fair value changes in customer derivative positions, as well as the write-down of a held for sale asset in the Current YTD, partially offset by favorable changes in the fair value of non-marketable equity securities.

Showing the first 40 of 109 pairs. Open the source sections for the rest.

Rearranged current paragraphs (8)

Current report — wording carried from elsewhere

(1) NIM, excluding PAA is a non-GAAP measure. Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.

Current report — wording carried from elsewhere

(1) Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

Current report — wording carried from elsewhere

(2)The average balances and yields for loans and leases are calculated net of average credit balances of factoring clients to appropriately reflect the interest-earning portion of factoring receivables.

Current report — wording carried from elsewhere

The table above quantifies the increases or decreases for the Current YTD compared to the Prior YTD for NII and NIM, as well as average balances of interest-earning assets and interest-bearing liabilities, and the respective yields earned and rates paid. The main reasons for the increases and decreases are explained below:

Current report — wording carried from elsewhere

(1) Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further information.

Current report — wording carried from elsewhere

Refer to Note 17—Segment Information for descriptions of segment products and services.

Current report — wording carried from elsewhere

At June 30, 2025, ALLL estimates ranged from approximately $1.42 billion, when weighing the upside scenario 100%, to approximately $2.12 billion when weighting the downside scenario 100%. BancShares management determined that an ALLL of $1.67 billion was appropriate as of June 30, 2025.

Current report — wording carried from elsewhere

The ALLL and net charge-offs are summarized below.
Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Average Balances of Interest-earning Assets and Interest-bearing Liabilities

Previous report — wording carried elsewhere

(1) Refer to the “NII, NIM, and Interest and Fees on Loans, Excluding PAA” discussion in the “Non-GAAP Financial Measurements” section of this MD&A for further discussion.